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Elbit Systems

Proxy Solicitation & Information Statement Apr 1, 2024

6762_rns_2024-04-01_72b07f29-439f-4cec-bb53-2bfb7726c34e.pdf

Proxy Solicitation & Information Statement

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ELBIT SYSTEMS LTD.

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON THURSDAY, APRIL 18, 2024

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned shareholder hereby appoints ADI PINCHAS CONFINO as the true and lawful proxy of the undersigned, with full power of substitution, to vote with respect to all of the ordinary shares of ELBIT SYSTEMS LTD. (the "Company"), held in the name of the undersigned at the close of business on Monday, March 4, 2024, at the Company's Extraordinary General Meeting of Shareholders to be held at the Company's offices at the Advanced Technology Center, Haifa, Israel on Thursday, April 18, 2024, at 2:00 p.m. Israel time (the "Meeting"), and at any adjournments and postponements, with all power that the undersigned would have if personally present and especially (but without limitation) to vote as follows:

The shares represented by this Proxy will be voted in the manner instructed. To the extent permitted by law and applicable stock exchange requirements, if no instructions to the contrary are indicated, the shares will be voted "FOR" all proposals listed on the reverse side and on such other matters as may properly come before the Meeting.

A shareholder's proxy card must be received by the Company no later than six (6) hours before the time fixed for the Meeting, i.e., by Thursday, April 18, 2024, at 8:00 a.m. Israel time.

CONTINUED AND TO BE SIGNED ON REVERSE SIDE

1. APPROVAL OF THE AMENDED COMPENSATION POLICY OF THE COMPANY, SUBSTANTIALLY IN THE FORM ATTACHED AS EXHIBIT A TO THE ACCOMPANYING PROXY STATEMENT.

1.a. By checking the box marked "YES" in this section 1.a, the undersigned hereby confirms that he, she or it is not a Controlling Shareholder of the Company and does not have a Personal Interest (as each of these terms is defined in the Proxy Statement), in the approval of Proposal 1. If the undersigned is a Controlling Shareholder of the Company or has a Personal Interest in the approval of Proposal 1, check the box "No". ]MUST COMPLETE 1.a].

(Please note: if you do not mark either Yes or No, your shares will NOT be voted on Proposal 1).

2. APPROVAL OF THE AMENDED EMPLOYMENT AGREEMENT OF THE COMPANY'S PRESIDENT AND CHIEF EXECUTIVE OFFICER, MR. BEZHALEL MACHLIS.

FOR AGAINST ABSTAIN

2.a. By checking the box marked "YES" in this section 2.a, the undersigned hereby confirms that he, she or it is not a Controlling Shareholder of the Company and does not have a Personal Interest (as each of these terms is defined in the Proxy Statement),

in the approval of Proposal 2. If the undersigned is a Controlling Shareholder of the Company or has a Personal Interest in the approval of Proposal 2, check the box "No". ]MUST COMPLETE 2.a].

YES
NO
(Please note: if you do not mark either Yes or No, your shares will NOT be voted on Proposal 2).
Proxies
previously given are hereby revoked.
* * * * *
Dated: _______, 2024
[Name, address, number of shares] ______
Signature
______
Signature

IMPORTANT: Please sign exactly as name(s) appears on your stock certificate. Attorneys, executors, administrators, trustees, etc. should indicate the capacity in which they sign. When signing as joint tenants, all parties to the joint tenancy must sign. When the proxy is given by a corporation, it should be signed by an authorized officer.

The above-signed hereby acknowledge(s) receipt of the Notice of the Company's Extraordinary General Meeting of Shareholders and the accompanying Proxy Statement.

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