Exhibit 99.1

WEARABLE DEVICES Ltd.

NOTICE OF AN ANNUAL AND SPECIAL GENERAL MEETING OF SHAREHOLDERS

Notice is hereby given that an Annual and Special General Meeting of Shareholders (the “Meeting”) of Wearable Devices Ltd. (“Wearable” or the “Company”) will be held on October 24, 2025, at 11:00 a.m. Israel time at the Company’s office, located at 5 Ha-Tnufa Street, Yokne-am Illit, Israel, 2066736.

The agenda of the Meeting is to:

Board Recommendation

The Board unanimously recommends that you vote in favor of the above proposals as further described in the attached proxy statement (the “Proxy Statement”).

Record Date

Shareholders of record at the close of business on September 26, 2025 (the “Record Date”), are entitled to notice of and to vote at the Meeting, either in person or by appointing a proxy to vote their shares at the Meeting, as described below.

How You Can Vote

A form of proxy for use at the Meeting is attached to the Proxy Statement and, together with a return envelope, will be sent to holders of the Ordinary Shares. By appointing “proxies,” shareholders may vote at the Meeting whether or not they attend. If a properly executed proxy in the attached form is received by the Company at least four (4) hours prior to the Meeting, including a copy of your identity card, passport or certification of incorporation, as the case may be, all of the Ordinary Shares represented by the proxy shall be voted as indicated on the form.

Subject to the rules of the Nasdaq Stock Market and other applicable law, in the absence of instructions, the Ordinary Shares represented by properly executed and received proxies will be voted “FOR” all of the proposals 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 regulations (proxy and position statement) under the Israeli Companies Law 5759-1999 (the “Companies Law”), 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.

If your shares are registered directly in your name with our transfer agent, VStock Transfer, 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 the Proxy Statement to grant your voting proxy directly to Mr. Alon Mualem, the Company’s Chief Financial Officer, or to Mr. Asher Dahan, the Company’s CEO and Chairman of the Board (e-mail address: alonmualem@wearabledevices.co.il; asher.dahan@wearabledevices.co.il), or to vote in person at the Meeting.

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. If your shares were held in “street name,” as of the Record Date, these proxy materials are being 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. Because 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, and providing the Company with a copy of your identity card, passport or certification of incorporation, as the case may be. 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 Proposals Nos. 2 to 9  herein, 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 to count for the proposal described herein.

Voting Results

The final voting results will be tallied by the Company based on the information provided by VStock Transfer, LLC. or otherwise and the overall results of the Meeting will be published following the Meeting in a Report of Foreign Private Issuer on Form 6-K that will be furnished to the U.S. Securities and Exchange Commission.

WEARABLE DEVICES Ltd.

YOKNE-AM ILLIT, ISRAEL

PROXY STATEMENT

ANNUAL AND SPECIAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON OCTOBER 24, 2025

This proxy statement (this “Proxy Statement”) is being filed by Wearable Devices Ltd. (the “Company”) to solicit proxies on behalf of the board of directors of the Company (the “Board”) for use at the Company’s annual and special general meeting of shareholders (the “Meeting”) to be held on October 24, 2025, at 11:00 a.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 will vote the ordinary shares, no par value per share, of the Company (the “Ordinary Shares”), covered thereby in accordance with the directions of the shareholders executing such proxy. In the absence of such directions, and except as otherwise mentioned in this Proxy Statement, the Ordinary Shares represented thereby will be voted in favor of the proposals described in this Proxy Statement.

Quorum and Adjournment

As a foreign private issuer, we are permitted to comply with Israeli corporate governance practices instead of certain requirements of the Nasdaq Stock Market Listing Rules (“Nasdaq” and the “Nasdaq Rules”, respectively), provided that we disclose those Nasdaq Rules with which we do not comply and the equivalent Israeli requirement that we follow instead (the “Foreign Private Issuer Exemption”). We currently rely on this Foreign Private Issuer Exemption with respect to the quorum requirement for meetings of our shareholders. As permitted under the Israeli Companies Law 5759-1999 (the “Companies Law”) and in accordance with our Amended and Restated Articles of Association (the “Articles”), two or more shareholders present, in person or by proxy, holding in the aggregate not less than twenty five percent (25%) of the 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 October 24, 2025, at 12:00 p.m. Israel time (the “Adjourned Meeting”). At the Adjourned Meeting, any number of shareholders present in person 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 for the purpose of determining a quorum.

Required Vote and Voting Procedures

Pursuant to the Companies Law, each of Proposals No. 1, 2, 3 and 10 described hereinafter, requires the affirmative vote of shareholders present at the Meeting, in person or by proxy, and holding Ordinary Shares amounting in the aggregate to at least a majority of the votes actually cast by shareholders with respect to such proposal (a “Simple Majority”).

Proposals No. 4, 5, 6, 7, 8 and 9 described hereinafter, are each subject to the fulfillment of the aforementioned voting requirements 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, include 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 of the shareholders mentioned in clause (i) above that are voted against such proposal does not exceed 2% of the total voting rights in the Company (a “Special Majority”).

In case Proposal No. 4 is approved, Proposal Nos. 7, 8 and 9 will require a Simple Majority, as defined above.

For this purpose, a “Controlling Shareholder” is defined under the Companies Law as any shareholder that has the ability to direct the Company’s activities (other than by means of being a director or officer 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 a company is also presumed to be a Controlling Shareholder if no other shareholder holds more than 50% of the voting rights in such company. “Means of Control” is defined as either: (i) the right to vote at a general meeting of a company, or (ii) the right to appoint directors of a company or its chief executive officer.

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 or 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; or (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.

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 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.

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 removing a director, at least five percent (5%) of the outstanding voting rights of the Company), to Mr. Alon Mualem, e-mail address: alonmualem@wearabledevices.co.il, no later than September 26, 2025.

Shareholders wishing to express their position on an agenda item for this Meeting may do so by submitting a statement (a “Position Statement”) to the Company’s offices at 5 Ha-Tnufa Street, Yokne-am Illit, Israel 2066736. Any Position Statement received will be furnished to the U.S. Securities and Exchange Commission (the “SEC”) on a Report of Foreign Private Issuer on Form 6-K and will 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 October 14, 2025. A shareholder is entitled to contact the Company directly and receive the text of the proxy card and any Position Statement. The Board’s response to the Position Statement will be submitted no later than the end of October 20, 2025 (before market).

One shareholder or more holding Ordinary Shares which reflect five percent (5%) or more of the Company’s issued and outstanding share capital and voting rights as of the Record Date (i.e., 282,314 Ordinary Shares) is entitled to examine the proxy and voting material.

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

PROPOSAL 1

To re-appoint Ziv Haft, CERTIFIED PUBLIC ACCOUNTANTS, Isr., a member firm of BDO,
as the independent auditor of the Company, and to authorize the Board of
Directors of the company to determine their remuneration, until the next
annual general meeting of the shareholders of the Company

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

On September 8, 2025, the Company’s Audit Committee (the “Audit Committee”) recommended, and on September 9, 2025, the Board authorized and approved, the re-appointment of Ziv Haft, certified public accountants, isr., a member firm of BDO (“BDO Israel”), as the independent auditor of the Company and recommends that the shareholders authorize the Board to determine their remuneration, until the next annual general meeting of the shareholders of the Company.

The Audit Committee has recommended, and the Board has determined that the re-appointment of BDO Israel as the independent auditor of the Company is appropriate and in the best interest of the Company and its shareholders, after examining, among other things, the scope of their work, their independency and the complexity and scope of the Company’s activities.

The Board determined, pursuant to the recommendation of the Audit Committee, that BDO Israel’s compensation is reasonable.

For additional information on the fees paid by the Company to BDO Israel 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, 2024, filed with the SEC on March 20, 2025.

The Board recommends that the shareholders of the Company adopt the following resolution:

“RESOLVED, to re-appoint Ziv Haft, a member firm of BDO, as the independent auditor of the Company, and to authorize the Board to determine their remuneration, until the next annual general meeting of the shareholders of the Company.”

The approval of this proposal requires the affirmative vote of a Simple Majority (as defined in this Proxy Statement).

The Board unanimously recommends a vote FOR the above proposal.

PROPOSAL 2

To re-APPOINT Mr. Asher dahan and MR. guy wagner, as Class III
directors of the Company

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

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

The Board currently consists of five (5) directors divided into three classes with staggered three-year terms. Each class of directors consists, as practically as possible, of one-third (1/3) of the total number of directors constituting the entire Board. At each annual general meeting of the Company’s shareholders, the election or re-election of directors following the expiration of the term of office of the directors of that class of directors is for a term of office that expires as of the date of the third annual general meeting following such election or re-election. Therefore, at each annual general meeting, the term of office of only one class of directors expires. Each director holds office until the annual general meeting of the Company’s shareholders in which his or her term expires, unless he or she is removed in accordance with the Companies Law and the Articles.

As of the date of this Proxy Statement, the Company’s directors are divided among three classes as follows:

The Board recommends to the shareholders to re-appoint Mr. Asher Dahan and Mr. Guy Wagner to serve on the Board, as Class III directors, for a three-year term continuing until the Company’s 2028 annual general meeting of shareholders and until their successors are elected and qualified.

Mr. Dahan and Mr. Wagner, whose professional backgrounds are provided below, both advised the Company that they are willing, able and ready to serve as Class III independent directors if elected. Additionally, in accordance with the Companies Law, each of Mr. Dahan and Mr. Wagner certified to the Company that they meet all the requirements of the Companies Law for appointment as directors of a public company, that they possess the necessary qualifications and have sufficient time to fulfill their duties as directors of the Company, considering the size and needs of the Company.

Mr. Dahan and Mr. Wagner are compensated under their employment agreements with the Company effective as of March 2016, as amended in March 2022. which were previously approved by the Company’s shareholders. As of the date of this Proxy Statement, Mr. Dahan and Mr. Wagner are not entitled to additional compensation for their services as directors.

If re-elected at the Meeting, each of Mr. Dahan and Mr. Wagner will continue to benefit from the indemnification agreement, substantially in the form of those previously entered into with the Company’s members of the Board, as well as from the Company’s directors’ and officers’ liability insurance policy, as in effect from time to time.

A copy of the form of indemnification agreement is available for review and was attached as exhibit 4.1 to the Company’s Annual Report on Form 20-F for the year ended on December 31, 2024, which was filed with the SEC on March 20, 2025.

Set forth below is certain biographical information regarding the background and experience of Mr. Dahan and Mr. Wagner:

Asher Dahan, Chief Executive Officer, Chairman of the Board of Directors

Mr. Asher Dahan has served as our director since March 2014 and as our Chief Executive Officer and as acting Chief Financial Officer since March 2016 and as the chairman of our board of directors since March 6, 2022. Mr. Dahan founded our company together with Mr. Guy Wagner and Mr. Leeor Langer in March 2014. From 2013 to 2015, Mr. Dahan worked as Electrical Validation Manager at Intel Haifa, Israel. He worked for Intel Haifa, Israel from 2006 to 2012 as Technical Leader and Engineer for High Speed Interfaces. Mr. Dahan has a BSc. in Electrical Engineering from Ort Braude College. Mr. Dahan serves both as our Chief Executive Officer and as the Chairman of our board of directors, in accordance with the provisions of the Companies Law and the Companies Regulations (Validity Period of a Decision According to Section 121 of the Companies Law), 5776-2016, which allows such dual office for a period of five years following the completion of the Company’s initial public offering.

Guy Wagner, Chief Scientific Officer, President and Director

Mr. Guy Wagner has served as our director since March 2014 and as our Chief Scientific Officer and as Company President since March 2016. Mr. Wagner founded our company together with Mr. Asher Dahan and Mr. Leeor Langer in March 2014. From 2005 to 2014, Mr. Wagner worked as Hardware Engineer at Intel Haifa, Israel. Mr. Wagner has a BSc. in Electrical Engineering from Ort Braude College.

 The Board recommends that the shareholders of the Company adopt the following resolutions:

“RESOLVED, to re-appoint Mr. Asher Dahan as a Class III director of the Company for a term of three years that expires at the third annual general meeting of shareholders following such re-appointment and until he ceases to serve in his office in accordance with the provisions of the Company’s Articles or any law, whichever is the earlier.”

“RESOLVED, to re- appoint Mr. Guy Wagner as a Class III director of the Company for a term of three years that expires at the third annual general meeting of shareholders following such re-appointment and until he ceases to serve in his office in accordance with the provisions of the Company’s Articles or any law, whichever is the earlier.”

The re-appointment of each of Mr. Asher Dahan and Mr. Guy Wagner, as Class III directors, requires the affirmative vote of a Simple Majority (as defined in this Proxy Statement).

The Board unanimously recommends a vote FOR the above proposals.

PROPOSAL 3

TO APPROVE A PRIVATE PLACEMENT OF WARRANTS TO PURCHASE ORDINARY SHARES OF THE COMPANY

Background

Under section 274 of the Companies Law, a private placement that grants 20% or more of the Company’s issued and outstanding share capital, which is not on market terms and increase the holdings of a ‘material shareholder’ as defined under the Companies Law (holds at least 5% of the Company’s issued and outstanding share capital), requires the approval of a company’s shareholders.

The warrant inducement.

On August 6 , 2025, the Board approved, and recommended that the Company’s shareholders approve, a private placement of warrants to purchase up to 3,322,000 Ordinary Shares, at an exercise price of $1.71 per Ordinary Share (the “New Warrants”), to an existing institutional investor of the Company (the “Investor”), in consideration of immediate exercise of 1,661,000 warrants to purchase 1,661,000 Ordinary Shares at an exercise price of $1.45 per Ordinary Share by the Investor (the “Existing Warrants”), all under the terms specified in the inducement letter dated August 6, 2025, between the Investor and the Company (the “Inducement Letter”), which was filed as Exhibit 10.1 to the Report of a Foreign Private Issuer on Form 6-K, filed on August 7, 2025.

The Company received aggregate gross proceeds of approximately $2.4 million from the exercise of the Existing Warrants by the Investor, before deducting fees and other expenses payable by the Company.

Proposed Terms of the New Warrants.

The New Warrants, if issued and exercised, will represent 37.04% of the Company’s issued and outstanding share capital, before considering such issuance. In addition, the issuance is not on market terms, as such term is defined under the Companies Law and therefore, section 274 of the Companies Law requires the issuance of the New Warrants to be approved by the Company’s shareholders.

It shall be clarified that under the Inducement Letter terms, if the Company does not obtain shareholders approval at the Meeting, the Company shall call a meeting every 90 days thereafter to seek shareholder approval until the earlier of the date on which shareholder approval is obtained or the New Warrants are no longer outstanding.

The exercise price and the number of Ordinary Shares issuable upon exercise of the New Warrants (the “New Warrant Shares”) are subject to adjustment in the event of share dividends, share splits, subsequent rights offerings, pro rata distributions, reorganizations, or similar events affecting the Ordinary Shares or the exercise price.

The Company has agreed to file a registration statement on Form F-1 or Form F-3 providing for registration of the re-sale of the Ordinary Shares issuable upon the exercise of the New Warrant by the Investor.

Board’s recommendation.

In making their decision to approve, and to recommend that the Company’s shareholders approve, the issuance of the New Warrants, the Board considered numerous factors, including (i) the inducement of the Existing Warrants and the potential exercise of the New Warrants provides access to up to approximately $8.1 that will fund the Company’s activities including marketing the Mudra Band and Mudra Link products, expanding future B2C offerings; continued research and development of Mudra technology, including the Mudra Link, neural signal architectures, algorithms and user experience; expanding the Company’s intellectual property portfolio to strengthen its competitive position; and supporting B2B sales activities, integration, and licensing of Mudra technology into customer products; (ii) the Investor is a long-standing shareholder with a track record of support for the Company, demonstrating confidence in the Company’s technology and growth strategy; and (iii) the terms of the Inducement Letter and the New Warrants were negotiated at arm’s length and reflect prevailing market conditions for companies of similar size and industry.

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

“RESOLVED, to approve a private placement of warrants to purchase Ordinary Shares of the Company.”

The approval of this proposal requires the affirmative vote of a Simple Majority (as defined in this Proxy Statement).

The Board unanimously recommends that the shareholders vote FOR the above proposal.

PROPOSAL 4

TO APPROVE AN AMENDMENT TO THE COMPANY’S COMPENSATION
POLICY FOR COMPANY’S OFFICERS AND DIRECTORS

Pursuant to the Companies Law, all public Israeli companies are required to adopt a written compensation policy for their executives, which addresses certain items prescribed by the Companies Law and serves as a flexible framework for executive and director compensation. Accordingly, on March 6, 2022, the Company adopted a compensation policy, for a period of five (5) years, as amended, by an approval of the shareholders of the Company, and as amended on September 26, 2024 (the “Current Compensation Policy”).

The Board wishes to update the Current Compensation Policy in accordance with current market standards. In light of the above and in order to adhere to the global best practices in executive compensation and to ascertain the positioning of our directors’ and office holders’ pay packages vis-à-vis our peers, the Company conducted, together with an external consultant, a benchmarking study of peer companies. The study included executive compensation information of comparable companies in the technology field located in Israel, including public Israeli companies traded on Nasdaq or dually listed for trading on Nasdaq and the Tel Aviv Stock Exchange (the “External Benchmark Study”).

Therefore, on September 8, 2025 and September 9, 2025, the Company’s compensation committee of the Board (the “Compensation Committee”) and the Board, respectively, approved and recommended to the shareholders of the Company to approve, the adoption of an amendment to the Current Compensation Policy, which presents the following changes (the “Amended Compensation Policy”):

Except as described above, no other changes have been made to the Current Compensation Policy.

When considering the Amended Compensation Policy, the Compensation Committee and the Board considered numerous factors, including the market standards (as reflected in the External Benchmark Study) advancement of the Company’s objectives, the Company’s business plan and its long-term strategy, and creation of appropriate incentives for its office holders and directors. The Compensation Committee and the Board 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 Amended Compensation Policy is designed to promote retention and motivation of the Company’s office holders and directors, incentivize superior individuals’ excellence, align the interests of the Company’s office holders and directors with the long-term performance of the Company and provide a risk management tool. To that end, a portion of each office holder’s compensation package is targeted to reflect the Company’s short and long-term goals, as well as the office holder’s individual performance, while considering each officer’s skills, education, expertise and achievements.

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

“RESOLVED, to approve and adopt the Amended Compensation Policy for the Company’s directors and officers, in the form attached as Exhibit A to the Proxy Statement.”

The approval of this proposal requires the affirmative vote of a Special Majority (as defined in this Proxy Statement).

The Board unanimously recommends that the shareholders vote FOR the above proposal.

PROPOSAL 5

TO APPROVE AN AMENDMENT TO THE TERMS OF COMPENSATION OF, AND TO THE EMPLOYMENT AGREEMENT WITH, MR. ASHER DAHAN, THE COMPANY’S CEO AND CHAIRMAN OF THE BOARD

Under the Companies Law and the position statements by the Israeli Securities Authority, arrangements concerning compensation for a company’s chief executive officer, in accordance with or which exceed the terms of the company’s compensation policy, require approval by a company’s compensation committee, its board of directors and its shareholders (by a Special Majority, as defined above), in that order.

Mr. Asher Dahan founded the Company in Israel in 2014 has served as the Company’s CEO and chairman of the Board since, and is compensated only for his position as the Company’s CEO, under an employment agreement (“Mr. Dahan’s Current Agreement”), as approved by the Company’s shareholders in 2022, and as of the date of this Proxy Statement, is not entitled to receive additional compensation for his position as Chairman of the Board.

On September 8, 2025 and on September 9, 2025, the Compensation Committee and the Board, respectively, based on the External Benchmark Study, approved and recommended that the Company’s shareholders approve an update to Mr. Dahan’s terms of compensation, effective as of the date of the Meeting, to incorporate the following (“Update to Mr. Dahan’s Compensation”):

i. Advance Notice Period: Upon the occurrence of a Double Trigger Event (as defined in the Amended Compensation Policy), Mr. Dahan shall be entitled to an extended advance notice period to a period of twelve (12) months.

ii. Retirement Grant: Upon the occurrence of a Double Trigger Event (as defined in the Amended Compensation Policy), Mr. Dahan shall be entitled to an extended retirement grant of 12 monthly salaries (as defined in the Amended Compensation Policy).

iii. Adjustment payment: Upon the occurrence of a Double Trigger Event (as defined in the Amended Compensation Policy), Mr. Dahan shall be entitled to an extended adjustment grant of 18 monthly salaries.

iv. Maximum Grant Amount: Upon the occurrence of a Double Trigger Event (as defined in the Amended Compensation Policy), the aggregate amount of advance notice period, retirement grants and adjustment grants (as mentioned above), payable to Mr. Dahan, in any case shall not exceed 24 monthly salaries.

v. Special Bonus: The Company will grant a special bonus (beyond the annual bonus), to Mr. Dahan, in case of a consummation of a merger, or sale or assignment by the Company of all or substantially all of the issued and outstanding shares of the Company and/or all or substantially all of the Company’s assets, or upon an equity financing single transaction resulting in gross proceeds to the Company of at least $10 million, equal to 1.5% of the transaction value, each, and in accordance with applicable law.

vi. Acceleration Mechanism: Upon the occurrence of a Double Trigger Event (as defined in the Amended Compensation Policy), the entire then-outstanding unvested portion of the time-vested equity-based compensation (including Options and RSUs granted to Mr. Dahan in the past) shall automatically accelerate and become fully vested.

Other than the aforementioned Update to Mr. Dahan’s Compensation, there will be no other changes to Mr. Dahan’s Current Agreement.

The Company seeks shareholders’ approval of the Update to Mr. Dahan’s Compensation, which exceeds the terms of the Current Compensation Policy and in accordance with the terms of the Amended Compensation Policy.

When considering the Update to Mr. Dahan’s Compensation, in terms which exceed the terms of the Current Compensation Policy, the Compensation Committee and Board considered, inter alia: (i) the considerations mentioned in section 267(b)A of the Companies Law and any reference to the matters specified in part A and B of the first addition to the Companies Law; (ii) that the suggested updated, are in accordance with the Amended Compensation Policy (as defined in Proposal 4 hereof); (iii) factors included in the Current Compensation Policy and Amended Compensation Policy, including, the position, responsibilities, background and experience of Mr.  Dahan; (iv) other relevant information and materials presented to them; (v) the importance and contribution of Mr. Dahan to the Company’s business and growth; (vi) that the Update to Mr. Dahan’s Compensation reflect a fair and reasonable value of his contribution to the Company; (vii) that the Update to Mr. Dahan’s Compensation is aligned with the External Benchmark Study; (viii) that Mr. Dahan performs a significant role in the planning, establishment and implementation of the Company’s business, corporate and financing aspects, and will continue to play a key role in the Company’s pursuit to enhance its business and growth opportunities; and (ix) his long-term commitment and vision that have been instrumental in guiding the Company through key technological, operational, and commercial milestones.

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

“RESOLVED, to approve the Update to Mr. Dahan’s Compensation, Company’s CEO and Chairperson, as set forth in this Proxy Statement.”

The approval of this proposal requires the affirmative vote of a Special Majority (as defined in this Proxy Statement).

The Board unanimously recommends a vote FOR the above proposal.

PROPOSAL 6

TO APPROVE A GRANT OF EQUITY-BASED COMPENSATION TO MR. ASHER DAHAN, CEO AND CHAIRMAN OF THE BOARD

On September 8, 2025 the Compensation Committee approved, and on September 9, 2025 and September 10, 2025 (in this proposal, the “Date of Grant”), the Board approved and recommended that the Company’s shareholders to approve, a grant of RSUs to Mr. Asher Dahan, the Company’s CEO and Chairman of the Board. Accordingly, the Company wishes to grant RSUs of up to 37,500 Ordinary Shares to Mr. Dahan, in accordance with the Current Compensation Policy (other than in regards to the acceleration mechanism) and in accordance with the Amended Compensation Policy, and the Wearable Devices Ltd. 2024 Global Equity Incentive Plan (the “2024 Plan”, and the “Grant of RSUs to Mr. Dahan”, respectively).

The annual value of Grant of RSUs to Mr. Dahan in the first year of vesting and its terms are within the frame and principles of the Current Compensation Policy and Amended Compensation Policy, representing an amount of $47,191 (approximately NIS 157,500), based on the average of the Company’s market price in the last 30 days prior to the Date of Grant.

The Ordinary Shares owned by Mr. Dahan, together with the Ordinary Shares underlying that Grant of RSUs to Mr. Dahan, together with Ordinary Shares that will result from the exercise of outstanding options, or from settlement of RSUs, previously granted to Mr. Dahan (a total of 69,125 Ordinary Shares), will cause Mr. Dahan’s holdings to be equal to approximately 1.21% of the Company’s issued and outstanding share capital on a fully diluted basis as of September 18, 2025. 

The Grant of RSUs to Mr. Dahan shall vest according to the following schedule (in this proposal, the “Vesting Schedule”): within 12 months following the Date of Grant, equal amounts (1/12 each) shall vest at the end of each month. All other terms will be as set forth in the 2024 Plan.

The Vesting Schedule will be fully accelerated in the occurrence of a Double Trigger Event (as defined in Proposal 4 above).

The RSUs are granted in accordance with the capital gain track of Section 102 of the Israeli Income Tax Ordinance, 1961, or as may otherwise be applicable.

In making its recommendation with regard to the approval of the Grant of RSUs to Mr. Dahan, the Compensation Committee and the Board each have also considered, inter alia: (i) the factors included in the Current Compensation Policy and in the Amended Compensation Policy, including, the position, responsibilities, background and experience of the Mr. Dahan as CEO and as Chairman of the Board; (ii) the fact that Mr. Dahan agreed to a temporary salary reduction for the last 10 months; (iii) that the Grant of RSUs to Mr. Dahan reflects a fair and reasonable value for the Mr. Dahan’s services; and (iv) that the Grant of RSUs to Mr. Dahan is consistent with the Current Compensation Policy and with the Amended Compensation Policy.

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

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

The approval of this proposal requires the affirmative vote of a Special Majority (as defined in this Proxy Statement).

The Board unanimously recommends a vote FOR the above proposal.

PROPOSAL 7

TO APPROVE AN AMENDMENT TO THE TERMS OF COMPENSATION OF, AND TO THE EMPLOYMENT AGREEMENT WITH, MR. GUY WAGNER, THE COMPANY’S CSO, PRESIDENT AND DIRECTOR 

Under the Companies Law and the position statements by the Israeli Securities Authority, arrangements concerning compensation for a company’s office holder that also serves as a director, in accordance with or which exceed the terms of the company’s compensation policy, require approval by a company’s compensation committee, its board of directors and its shareholders (by a Simple or Special Majority, as the case may be), in that order.

Mr. Guy Wagner founded the Company in Israel in 2014, has served as the Company’s CSO, President and Director since, and is compensated for his position as the Company’s CSO, under an employment agreement (“Mr. Wagner’s Current Agreement”), as approved by the Company’s shareholders on 2022.

On September 8, 2025 and on September 9, 2025, the Compensation Committee and the Board, respectively, based on the External Benchmark Study (as defined in Proposal 4 above), approved and recommended that the Company’s shareholders approve an update to Mr. Wagner’s terms of compensation, effective as of the date of the Meeting, to incorporate the following (“Update to Mr. Wagner’s Compensation”):

i. Advance Notice Period: Upon the occurrence of a Double Trigger Event (as defined in the Amended Compensation Policy), Mr. Wagner shall be entitled to an extended advance notice period to a period of twelve (12) months.

ii. Retirement Grant: Upon the occurrence of a Double Trigger Event (as defined in the Amended Compensation Policy), Mr. Wagner shall be entitled to an extended retirement grant of 12 monthly salaries.

iii. Adjustment payment: Upon the occurrence of a Double Trigger Event (as defined in the Amended Compensation Policy), Mr. Wagner shall be entitled to an extended adjustment grant of 18 monthly salaries.

iv. Maximum Grant Amount: Upon the occurrence of a Double Trigger Event (as defined in the Amended Compensation Policy), the aggregate amount of advance notice period, retirement grants and adjustment Grants (as defined above), payable to Mr. Wagner, in any case shall not exceed 24 monthly salaries.

v. Special Bonus: The Company will grant a special bonus (beyond the annual bonus), to Mr. Wagner, in case of a consummation of a merger, or sale or assignment by the Company of all or substantially all of the issued and outstanding shares of the Company and/or all or substantially all of the Company’s assets, or upon an equity financing single transaction resulting in gross proceeds to the Company of at least $10 million, equals to 1.5% of the transaction value, each, and in accordance with applicable law.

vi. Acceleration Mechanism: Upon the occurrence of a Double Trigger Event (as defined in the Amended Compensation Policy), the entire then-outstanding unvested portion of the time-vested equity-based compensation (including Options and RSUs granted to Mr. Wagner in the past) shall automatically accelerate and become fully vested.

Other than the aforementioned Update to Mr. Wagner’s Compensation, there will be no other changes to Mr. Wagner’s Current Agreement.

The Company seeks shareholders’ approval of the Update to Mr. Wagner’s Compensation, which exceeds the terms of the Current Compensation Policy and in accordance with the terms of the Amended Compensation Policy.

When considering the Update to Mr. Wagner’s Compensation, in terms which exceed the terms of the Current Compensation Policy, the Compensation Committee and Board considered, inter alia: (i) the considerations mentioned in section 267(b)A of the Companies Law and any reference to the matters specified in part A and B of the first addition to the Companies Law; (ii) that the suggested updated, are in accordance with the Amended Compensation Policy (as defined in Proposal 4 hereof); (iii) factors included in the Current Compensation Policy and Amended Compensation Policy, including, the position, responsibilities, background and experience of Mr.  Wagner; (iv) other relevant information and materials presented to them; (v) the importance and contribution of Mr. Wagner to the Company’s business and growth; (vi) that the Update to Mr. Wagner’s Compensation reflect a fair and reasonable value of his contribution to the Company; (vii) that the Update to Mr. Wagner’s Compensation is aligned with the External Benchmark Study; (viii) that Mr. Wagner performs a significant role in the planning, establishment and implementation of the Company’s business, corporate and financing aspects, and will continue to play a key role in the Company’s pursuit to enhance its business and growth opportunities; and (ix) his long-term commitment and vision that have been instrumental in guiding the Company through key technological, operational, and commercial milestones.

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

“RESOLVED, to approve the Update to Mr. Wagner’s Compensation, Company’s CSO and President, as set forth in this Proxy Statement.”

In case Proposal 4 will be approved, the approval of this proposal requires the affirmative vote of a Simple Majority (as defined in this Proxy Statement).

In case Proposal 4 will not be approved, the approval of this proposal requires the affirmative vote of a Special Majority (as defined in this Proxy Statement).

The Board unanimously recommends a vote FOR the above proposal.

PROPOSAL 8

TO APPROVE A GRANT OF EQUITY-BASED COMPENSATION TO MR. GUY WAGNER,

THE COMPANY’S CSO, PRESIDENT AND DIRECTOR

On September 8, 2025 the Compensation Committee approved, and on September 9, 2025 and September 10, 2025 (in this proposal, the “Date of Grant”), the Board approved and recommended that the Company’s shareholders to approve, RSUs to Mr. Guy Wagner, the Company’s CSO, President and Director. Accordingly, the Company wishes to grant RSUs of up to 37,500 Ordinary Shares to Mr. Wagner, in accordance with the Current Compensation Policy (other than in regards to the acceleration mechanism) and in accordance with the Amended Compensation Policy, and the 2024 Plan, and the “Grant of RSUs to Mr. Wagner”).

The annual value of Grant of RSUs to Mr. Wagner in the first year of vesting and its terms are within the frame and principles of the Current Compensation Policy and Amended Compensation Policy, representing an amount of $47,191 (approximately NIS 157,500), based on the average of the Company’s market price in the last 30 days prior to the Date of Grant.

The Ordinary Shares owned by Mr. Wagner, together with the Ordinary Shares underlying that Grant of RSUs to Mr. Wagner, together with Ordinary Shares that will result from the exercise of outstanding options, or from settlement of RSUs, previously granted to Mr. Wagner (a total of 74,750 Ordinary Shares), will cause Mr. Wagner’s holdings to be equal to approximately 1.31% of the Company’s issued and outstanding share capital on a fully diluted basis as of September 18, 2025. 

The Grant of RSUs to Mr. Wagner shall vest according to the following schedule (in this proposal, the “Vesting Schedule”): within 12 months following the Date of Grant, equal amounts (1/12 each) shall vest at the end of each month. All other terms will be as set forth in the 2024 Plan.

The Vesting Schedule will be fully accelerated in the occurrence of a Double Trigger Event (as defined in Proposal 4 above).

The RSUs are granted in accordance with the capital gain track of Section 102 of the Israeli Income Tax Ordinance, 1961, or as may otherwise be applicable.

In making its recommendation with regard to the approval of the Grant of RSUs to Mr. Wagner, the Compensation Committee and the Board each have also considered, inter alia: (i) the factors included in the Current Compensation Policy and in the Amended Compensation Policy, including, the position, responsibilities, background and experience of the Mr. Wagner as CSO and President; (ii) the fact that Mr. Wagner agreed to a temporary salary reduction for the last 10 months; (iii) that the Grant of RSUs to Mr. Wagner reflects a fair and reasonable value for the Mr. Wagner’s services; and (iv) that the Grant of RSUs to Mr. Wagner is consistent with the Current Compensation Policy (other than in regards to the acceleration mechanism) and with the Amended Compensation Policy.

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

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

In case Proposal 4 is approved, the approval of this proposal requires the affirmative vote of a Simple Majority (as defined in this Proxy Statement).

In case Proposal 4 is not approved, the approval of this proposal requires the affirmative vote of a Special Majority (as defined in this Proxy Statement).

The Board unanimously recommends a vote FOR the above proposal.

PROPOSAL 9

TO APPROVE A GRANT OF EQUITY-BASED COMPENSATION TO NON-EXECUTIVE DIRECTORS OF THE COMPANY

On September 8, 2025 the Compensation Committee approved and on September 9, 2025 and September 10, 2025 (in this proposal, the “Date of Grant”) the Board approved and recommended that the Company’s shareholders to approve, a grant of RSUs to Ms. Ilana Lurie, Mr. Yaacov Goldman, and Mr. Eli Bachar, non-executive directors of the Company (the “Non-Executive Directors”). Accordingly, the Company wishes to grant RSUs of up to 22,500 Ordinary Shares to each of the Non-Executive Directors, in accordance with the Current Compensation Policy (other than in regard to the acceleration mechanism) and in accordance with the Amended Compensation Policy, and the 2024 Plan (the “Grant of RSUs to Non-Executive Directors”, respectively).

The annual value of grant, to each of the Non-Executive Directors on the first year of vesting and its terms are within the frame and principles of the Current Compensation Policy and Amended Compensation Policy, representing an amount of $28,315 (approximately NIS 94,500) to each one of them, based on the average of the Company’s market price in the last 30 days prior to the Date of Grant.

The Ordinary Shares underlying that Grant of RSUs to Non-Executive Directors, together with 3,055 Ordinary Shares that will result from the exercise of outstanding options, or from the settlement of RSUs, previously granted to the Non-Executive Directors (a total of 70,555 Ordinary Shares), will cause the Non-Executive Directors’ holdings to be equal to approximately 1.23% of the Company’s issued and outstanding share capital on a fully diluted basis as of September 18, 2025. 

The following table sets forth the suggested Grant of RSUs to Non-Executive Directors, which the Compensation Committee and the Board believe to be in the best interests of the Company:

The Grant of RSUs to Non-Executive Directors is subject to standard three-year vesting under the 2024 Plan, and shall vest according to the following schedule (in this proposal, the “Vesting Schedule”): (i) 12 months following the Date of Grant (as defined above), an amount equal to 1/3 of the RSUs to each grantee shall vest (hereinafter for the purpose of this proposal, the “First Installment”); and (ii) following the First Installment, additional equal amounts (1/36 each) shall vest at the end of each one (1) month. All other terms of the RSUs will be as set forth in the 2024 Plan.

The Vesting Schedule will be fully accelerated in the occurrence of a Double Triger Event (as defined above).

The RSUs are granted in accordance with the capital gain track of Section 102 of the Israeli Income Tax Ordinance, 1961, or as may otherwise be applicable.

In making its recommendation regarding the approval of the Grant to Non-Executive Directors, the Compensation Committee and the Board each have also considered, inter alia: (i) the factors included in the Current Compensation Policy and Amended Compensation Policy, including, the position, responsibilities, background and experience of the grantees; and (ii) that the grants reflect a fair and reasonable value for each of the Non-Executive Directors’ services.

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

“RESOLVED, to grant RSUs to each of Ms. Ilana Lurie, Mr. Yaacov Goldman, and Mr. Eli Bachar, as set forth in this Proxy Statement.”

In case Proposal 4 is approved, the approval of this proposal requires the affirmative vote of a Simple Majority (as defined in this Proxy Statement).

In case Proposal 4 is not approved, the approval of this proposal requires the affirmative vote of a Special Majority (as defined in this Proxy Statement).

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

PROPOSAL 10

TO INCREASE THE COMPANY’S REGISTERED SHARE CAPITAL AND TO AMEND AND RESTATE THE COMPANY’S CURRENT ARTICLES TO REFLECT THE SAME

As of the date hereof, the Company’s authorized share capital consists of 50,000,000 ordinary shares, no par value per share (the “Ordinary Shares”).

On September 9, 2025, the Board of Directors approved an increase to the Company’s authorized share capital by 450,000,000 Ordinary Shares (the “Increase of Authorized Share Capital”). Accordingly, after giving effect to the Increase of Authorized Share Capital, the authorized share capital of the Company will consist of 500,000,000 Ordinary Shares.

The Board believes this Increase of Authorized Share Capital is necessary to enable the Company to have sufficient authorized share capital for the upcoming years, and to ensure that the Company can raise adequate capital, to pursue business opportunities to meet its future business needs and to better position the Company for potential future financing and strategic transactions. Additionally, as a general matter, the Increase of Authorized Share Capital as a result of the proposed amendment would enable the Board to issue additional Ordinary Shares in its discretion from time to time for general corporate purposes.

An amendment to the Articles that reflects the Increase of Authorized Share Capital, will be as follows:

“5. Authorized Share Capital.

(a) The share capital of the Company shall consist of 500,000,000 Ordinary Shares, no par value each (the “Shares”).”

The Board believes that the Increase of the Authorized Share Capital is advisable and in the Company shareholders’ best interests.

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

“RESOLVED, to approve to increase to the Company’s authorized share capital by 450,000,000 Ordinary Shares to 500,000,000 Ordinary Shares, as set forth in the Proxy Statement and to amend and restate the Articles to reflect the same, in the form attached as Exhibit B to the Proxy Statement.”

The approval of the Proposal, as described above, requires the affirmative vote of a Simple Majority.

The Board of Directors unanimously recommends that the shareholders vote “FOR” the above Proposal.

PRESENTATION AND DISCUSSION REGARDING THE COMPANY’S FINANCIAL STATEMENTS
AND ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2024

Pursuant to the Companies Law, the Company is required to present the Company’s audited financial statements for the year ended December 31, 2024, to the Company’s shareholders.

The financial statements and Annual Report on Form 20-F for the year ended December 31, 2024, filed with the SEC on March 20, 2025, are available on the Company’s website at the following address:

https://www.sec.gov/Archives/edgar/data/1887673/000121390025025602/ea0234654-20f_wearable.htm

At the Meeting, shareholders will have an opportunity to review, ask questions and comment on the Company’s audited consolidated financial statements and Annual Report for the year ended December 31, 2024.

This agenda item will not involve a vote by the shareholders, and accordingly there is no proposed resolution.

Your vote is important! Shareholders are urged to complete and return their proxies promptly in order to, among other things, ensure action by a quorum and to avoid the expense of additional solicitation. If the accompanying proxy is properly executed and returned in time for voting, and a choice is specified, the shares represented thereby will be voted as indicated thereon. EXCEPT AS MENTIONED OTHERWISE IN THIS PROXY STATEMENT, IF NO SPECIFICATION IS MADE, THE PROXY WILL BE VOTED IN FAVOR OF THE PROPOSAL DESCRIBED IN THIS PROXY STATEMENT.

Proxies and all other applicable materials should be sent to:

VStock Transfer, LLC

18 Lafayette Place

Woodmere, New York 11598

OTHER BUSINESS

The Board is not aware of any other matters that may be presented at the Meeting other than described in this proxy statement.  If any other matters do properly come before the Meeting, including the authority to adjourn the Meeting, it is intended that the persons named as proxies will vote, pursuant to their discretionary authority, according to their best judgment in the interest of the Company.

ADDITIONAL INFORMATION

The Company is subject to the informational requirements of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), as applicable to foreign private issuers. Accordingly, the Company files reports and other information with the SEC. All documents which the Company will file on the SEC’s EDGAR system will be available on the SEC’s website at http://www.sec.gov.

As a foreign private issuer, the Company is exempt from the rules under the Exchange Act prescribing certain disclosure and procedural requirements for proxy solicitations. In addition, the Company is not required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as United States companies whose securities are registered under the Exchange Act. The Notice of the Annual and Special General Meeting of Shareholders and this proxy statement have been prepared in accordance with applicable disclosure requirements in the State of Israel.

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROXY STATEMENT OR THE INFORMATION FURNISHED TO YOU IN CONNECTION WITH THIS PROXY STATEMENT WHEN VOTING ON THE MATTERS SUBMITTED TO SHAREHOLDER APPROVAL HEREUNDER. THE COMPANY HAS NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT FROM WHAT IS CONTAINED IN THIS DOCUMENT. THIS PROXY STATEMENT IS DATED SEPTEMBER 19, 2025. YOU SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED IN THIS DOCUMENT IS ACCURATE AS OF ANY DATE OTHER THAN SEPTEMBER 19. 2025, AND THE MAILING OF THIS DOCUMENT TO SHAREHOLDERS SHOULD NOT CREATE ANY IMPLICATION TO THE CONTRARY.

Exhibit A

Amended Compensation Policy for the Company’s Executive Officers and Directors

Wearable Devices Ltd.

(“the Company”)

Compensation Policy for Company’s Office Holders

Dated: September 2025

Office holder as defined in the Companies Law- 5759-1999, i.e., Chief Executive Officer (CEO), deputy CEO, Directors, Chairman, Subordinate office holder, any person filling any of these positions in the Company even if he holds a different title, and any other manager directly subordinate to the CEO.

Subordinate office holder- Office holder subordinate reporting directly to the CEO.

Foreign office holder- Office holder who his / her residency is outside of Israel.

“non-Affiliate holder” means any holder of shares of the Company who is not an Affiliate of the Company or of any of its shareholders. For the purposes of this definition, “Affiliate” shall mean, with respect to any person or entity, any other person or entity that directly or indirectly controls, is controlled by, or is under common control with, such person or entity, including any shareholder holding a significant interest, director, or another Office holder.

“Change of Control” means (i) the replacement of at least 1/3 of the Company’s current Board members, pursuant to a request of a shareholder of the Company; (ii) acquisition (including an exchange) of more than 25% of the share capital of the Company by non-Affiliate holder; (iii) a sale (including an exchange) of all or substantially all of the shares of the Company to any person, or a purchase by a shareholder of the Company or by an Affiliate of such shareholder of all the shares of the Company held by all or substantially all other shareholders or by other shareholders who are not Affiliated with such acquiring party; (iv) a sale of all or substantially all of the assets of the Company; or (v) a merger (including, a reverse merger and a reverse triangular merger), consolidation amalgamation or like transaction of the Company with or into another corporation. It is clarified that the Company’s Board of Directors will be entitled to change the definition of “Change of Control” at any time.

“Double Trigger Event” means the occurrence of the following events: (i) a Change of Control; and (ii) within 12 months of the occurrence of any of the events in section (i) above, an office holder’s employment or service arrangement is terminated by the Company without Cause or office holder resigns from the Company for Good Reason (as will be defined in the employment or services agreement);

In accordance with the Policy, the compensation of the Company’s office holders shall be based on all or some of the following components:

(The components in sections 2.2.3 and 2.2.4 above shall be called hereafter: “the variable components”).

At the time of approval of the compensation package of an office holder, the Compensation Committee and Board of Directors of the Company shall assess the compliance of each of those components and of the total cost of employment and/or consultancy fee with the criteria set out in this plan.

Generally, some or all of the following parameters will be considered when reviewing the compensation terms of a Company office holder.

The Company’s Compensation Committee and the Board of Directors may decide to exchange basic salary with equity-based compensation, either in whole or in part, by issuing Restricted Shares (“RS”) or Restricted Share Units (“RSUs”) or options to purchase ordinary shares (“Options” and together with the RS and RSUs, the “Awards”) which may be granted in a minimum par value per share as allowed under applicable law and may be vested on a monthly basis, in accordance with applicable law.

In such case, the calculation of the Awards value in comparison to the basic salary will be up to two (2) times of the basic salary for the relevant month.

The compensation package may include benefits that are generally acceptable in the market where employee serves, such as vacation pay², contributions towards pension, life insurance, education fund, training fund saving, health insurance, social rights and benefits, mobile phone (including grossing up of the taxable value of the phone), internet and landline, gifts on public holidays, recreation, medical tests, medical insurance and/or undertaking such an insurance policy and other expenses, all as approved by the Compensation Committee and the Company’s Board of Directors, at their discretion and in accordance with the applicable Company policy.

Company office holders shall be entitled to receive a Company vehicle (including by way of leasing) in the following costs:

Such entitlement may include grossing up the taxable value of this benefit, fuel expenses, licensing, insurance and other related expenses.

The Company may add an amount equal to the vehicle costs as additional salary to the office holder, provided that the total payroll will be in accordance to the limitation of the Policy.

Insurance

Indemnification and Exemption

For that purpose, the “effective shareholders’ equity of the Company” means the amount of the Company’s shareholders’ equity in accordance with the last consolidated audited or reviewed financial statements of the Company (as applicable) at the time of actual payment of the indemnification. It is hereby clarified that the indemnification shall be paid in excess of any amount paid under the liability insurance of directors and office holders, which the Company has purchased or will purchase from time to time.

Chairman- up to four (4) months advance notice period.

CEO / Chief Scientific Officer (“CSO”) / Chief Technology Officer (“CTO”) - up to six (6) months advance notice period.

Other subordinate office holder - up to four (4) months advance notice period.

Chairman - up to nine (9) months advance notice period.

CEO / CSO / CTO - up to twelve (12) months advance notice period.

Other subordinate office holder - up to nine (9) months advance notice period.

Office holders, who are Company’s employees, will be entitled to severance pay in accordance with the provisions of the local law.

CEO / CSO / CTO - up to twelve (12) monthly salaries.

Other subordinate office holder - up to nine (9) monthly salaries.

In addition to the basic salary, the compensation package of Company’s office holders may include eligibility to an annual bonus that is based on measurable targets and to an annual discretionary bonus (hereafter jointly: “the annual bonus”).

For the purpose of this Annual bonus section, whenever the term “salary” is used, it means (i) in the case of an employed office holder – the gross salary in terms of employer cost as paid to the office holder for the month of December in the relevant year, including any social benefits and related benefits as detailed in section 2.5.4 and 2.5.5 herein and (ii) in the case of office holder with no employer-employee relationship – the fee paid to the office holder for the month of December in the relevant year, excluding VAT (if applicable).

The Company may grant an Office holder an annual bonus up to the maximum annual bonus as described in the table in section 2.7.7 below, based on the compensation plan which will be approved by the compensation committee and the Board of Directors for each year in advance.

At the end of each year, the Compensation Committee and Board of Directors will review the office holders’ meeting their measurable targets in order to determine that component of the annual bonus, which is based on measurable targets. The Compensation Committee and Board of Directors may determine to pay only part of the component of the annual bonus, which is based on measurable targets, if the office holder meets only some of the targets.

According to the rates stated below, the components for each of the Office holders of the annual bonus will be:

Set forth below are several suggested criteria for the annual bonus that is based on measurable targets. It should be clarified that this list is not a closed and binding list. The Compensation Committee and the Board of Directors may consider adding or removing some of those criteria, considering the role of each office holder, his areas of responsibility and the Company’s activity.

a bonus that is based on meeting principal and personal performance metrics that are quantified and set out in the Company’s work plan and attributed to the relevant office holder. These performance metrics may include, among other things:

Active Chairman and CEO Measurable Targets Criteria

Subordinate Measurable Targets Criteria

Notwithstanding the above, if in a specific year the Company does not pay the CEO or the active Chairman (as applicable) an annual bonus that is based on measurable targets (i.e., if the discretionary annual bonus paid to the CEO or the active Chairman (as applicable) constitutes the total annual bonus paid on that year), then the amount of the discretionary bonus that the Company may pay to the CEO and to the active Chairman (as applicable and separately) shall not exceed three (3) gross monthly salaries of that office holder.

The amount of the annual bonus that is based on measurable targets shall be calculated based on measurable criteria, that will be determined (if they are determined) for each and every office holder at a time close to the date of the discussion held by the Board of Directors for review of the Company’s budget for the forthcoming year, in accordance with the role of the relevant office holder, by the competent organs of the Company (in accordance with the provisions of the law and the positions of the Securities Authority, as amended from time to time), provided that the targets applicable to Subordinate Office Holders, shall be determined by the Company’s Compensation Committee and Board of Directors, at the recommendation of the CEO.

As part of the calculation of the eligibility to annual bonus that is based measurable targets on the basis of financial statements data (if such targets are set) the Board of Directors or the Compensation Committee will be authorized to neutralize the effect of “one-off events”, or alternatively to decide that such events should not be neutralized in a certain year, as applicable.

Notwithstanding the foregoing, subject to applicable law, the Company’s competent organs shall be entitled to approve payment of discretionary bonus on an Annual, quarterly, monthly, or otherwise basis.

The Board of Directors, subject to the recommendation of the Compensation Committee and the officer’s direct supervisor, may decide to grant a one-time bonus (beyond the Annual Bonus, as described in Section 2.7 above), to an office holder, including the chairman and directors, in respect of special efforts performed by the officer and / or in respect of the significant contribution of the officer to the Company’s operations, special projects or extra ordinary achievements which are not in the Company’s general course of business (the “One-Time Bonus”).

The aggregate amount of one-time bonus and annual bonus, shall not exceed 9 monthly base salaries. The One-Time Bonus is separate from the Special Bonus and the annual bonus.

An approval of a One-Time Bonus to the CEO, that meets the aforesaid conditions, shall not be subject to the approval of the General Meeting, as long as the aggregate amount of the all discretionary bonuses does not exceed 12 monthly salaries.

- merger or sale or assignment by the Company of all or substantially all of its shares or assets

The Board of Directors, subject to the recommendation of the Compensation Committee and the officer’s direct supervisor, may decide to grant a special bonus (beyond the Annual Bonus, as described in Section 2.7 above), to an office holder, including board members and chairman, in case of a consummation of a merger, or sale or assignment by the Company of all or substantially all of the issued and outstanding shares of the Company and/or all or substantially all of the Company’s assets, or upon an equity financing single transaction resulting in gross proceeds to the Company of at least $10 million, (the “Special Bonus”), as follows:

CEO / CSO / CTO – up to 1.5% of the transaction value, each, and in accordance with applicable law.

Chief Financial Officer – up to 1% of the transaction value, and in accordance with applicable law.

Other subordinate office holders – up to 0.5% of the transaction value, each, and in accordance with applicable law.

The Special Bonus is separate from the One-Time Bonus and the Annual Bonus.

An approval of a Special Bonus to the CEO and other Office holders, that meets the aforesaid conditions, shall not be subject to the approval of the General Meeting.

The CEO, may decide to grant Office holders that are providing services of sales and/or business development for the Company, with commissions, as shall be determined in their employment agreement (the “Sales Office holders” and “Commission”, respectively). The purpose of granting Commissions to Sales Office holders is to incentivize Sales Office holders to increase the amount of sales of Company’s products. For each Sales Office holder, the aggregate amount of Commissions paid by the Company in each calendar year shall be up to 5% from direct contribution to the Company’s income from sales, and in any case, the amount paid for each Sales Office holder shall not exceed $150,000. The Commissions will be paid on either a monthly, quarterly or annual basis. The maximum amount of Commissions shall be considered from time to time 

The Commission paid to a Sales Office holder shall be separate from the Annual Bonus and/or Special Bonus given to them, or instead of Annual Bonus and/or Special Bonus, as suggested by in each case by the CEO and approved by the Compensation committee.

The Commission shall be limited by the ratio between the fixed compensation and variable compensation, as further specified in section 2.12 herein

“Deemed Liquidation” - shall mean: (i) the acquisition of the Company by, or the merger of the Company with another entity, consolidation, reorganization and/or recapitalization; provided that any of the said events results in an event prescribed under subsection (iii) below; (ii) sale, assignment or disposal by the Company of all or substantially all of the issued and outstanding shares of the Company; (iii) any other transaction or series of transactions following which the shareholders of the Company prior to the closing of such transaction own, directly or indirectly, less than 50% (fifty percent) of the voting power of the surviving entity (except in connection with public offering).

It is clarified that the Company’s Board of Directors will be entitled to reduce the definition of “Deemed Liquidation” at the time of the equity-based grant, and to determine that “a deemed liquidation is one or more of the aforementioned criteria.”

Furthermore, upon the occurrence of a Double Trigger Event, the Compensation Committee and the Board may allow that the entire then-outstanding unvested portion of the time-vested equity-based compensation (including Options and RSUs) shall automatically accelerate and become fully vested.

Maximum amounts as follows:

The Exchanged equity-based compensation terms will be determined according to the following:

All other relevant terms will be as specified in section 2.11.1 above.

Without derogating from section 2.5.2 and section 2.11.2 above, subject to applicable law and any additional approval as may be required by applicable law, the Compensation Committee and the Board of Directors, may adopt, from time to time, an Employee Stock Purchase Plan (or “ESPP”), or any similar plan (and to amend such plans), for the purpose of enabling, among others, officeholders and directors of the Company, to use payroll deductions to purchase the Company’s ordinary shares, and thereby acquire an ownership interest in the Company. The terms of such acquisitions shall be determined and described within such plans.

In sections 2.13.2 and 2.13.3 above, “immaterial changes to the service and employment terms” are changes, the aggregate value of which does not exceed 5% of the overall annual cost of compensation of the office holder.

The Company may seek reimbursement of all, or a portion of any compensation paid to an Office Holder based on financial data included in Company’s financial statements in any fiscal year that are found to be inaccurate and are subsequently restated.

In any such event, Company will seek reimbursement from the Office holders to the extent such Office Holders would not have been entitled to all or a portion of such compensation, based on the financial data included in the restated financial statements. 

The Compensation Committee will be responsible for approving the amounts to be recouped and for setting terms for such recoupment from time to time in accordance with a recoupment policy adopted from time to time by the Compensation Committee or the Board of Directors. Any recoupment under this Section 2.15 may be in addition to (and not limited by) any other remedies or rights of recoupment available to the Company pursuant to the terms of any similar policy or under applicable law.

Monetary amounts in this Policy are quoted in $, yet subject to the applicable currency exchange rates.

The ratio of the average and median salary between the officers to the other full-time employees will be up to the following ratios:

As of the date of the compensation policy in the Company, there are 12 full-time employees who are not office holders. It is clarified that for the purpose of calculating the aforesaid ratios, only the employees of Wearable Devices Ltd. were included.

At the time of approval of the compensation policy, the compensation committee examined the existing gaps between the officers and the other employees. The existing Ratio of CEO and subordinate office holders to average salary is approximately 2. The compensation committee and the Board of Directors believe that these data have a limited effect on determining the salaries of the Company’s officers, given the structure of the Company, the small number of full-time employees and the low salary of CEO and office holders reflected by the financial condition of the company prior the significant fund raising.

***

Exhibit B

Amendment to the Company’s Amended and Restated Articles of Association that reflects the increase of the Company’s authorized share capital of the Company

(a) The share capital of the Company shall consist of 500,000,000 Ordinary Shares, no par value each (the “Shares”).

(b) The Shares shall rank pari passu in all respects.”

WEARABLE DEVICES LTD.

PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Mr. Asher Dahan, Chief Executive Officer of Wearable Devices Ltd. (the “Company”), and Mr. Alon Mualem, the Company’s Chief Financial Officer, and each of them, agents and proxies of the undersigned, with full power of substitution to each of them, to represent and to vote on behalf of the undersigned all the Ordinary Shares of the Company which the undersigned is entitled to vote at the Annual and Special General Meeting of Shareholders (the “Meeting”) to be held on October 24, 2025 at 11:00 a.m. Israel time, and at any adjournments or postponements thereof, upon the following matters, which are more fully described in the Notice of the Annual and Special General Meeting of Shareholders and proxy statement relating to the Meeting.

This Proxy, when properly executed, will be voted in the manner directed herein by the undersigned. If no direction is made with respect to any matter, this Proxy will be voted FOR such matter. Any and all proxies heretofore given by the undersigned are hereby revoked.

(Continued and to be signed on the reverse side)

WEARABLE DEVICES LTD.

ANNUAL AND SPECIAL GENERAL MEETING OF SHAREHOLDERS

Date of Meeting: October 24, 2025

PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE
MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE ☒

PLEASE NOTE: By signing and submitting this proxy card, you declare that you are not a controlling shareholder of the Company (as defined in the Israeli Companies Law 5759-1999) (the “Companies Law”), and that you have no personal interest in the approval of any of the items that are proposed for approval at the 2025 annual and special general meeting of shareholders, which require such declaration under the Companies Law, except as notified to the Company via Email to Mr. Alon Mualem, e-mail address: alonmualem@wearabledevices.co.il.

In their discretion, the proxies are authorized to vote upon such other matters as may properly come before the Meeting or any adjournment or postponement thereof.

Please sign exactly as your name appears on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, trustee or guardian, please give full title as such. If the signed is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.