Proxy Solicitation & Information Statement • Jun 27, 2023
Proxy Solicitation & Information Statement
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KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned shareholder hereby appoints MICHAEL FEDERMANN, BEZHALEL MACHLIS and ADI PINCHAS CONFINO, and each of them acting individually without any of the others, the true and lawful proxies 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, July 3, 2023, at the Company's Annual General Meeting of Shareholders to be held at the Company's offices at the Advanced Technology Center, Haifa, Israel on Tuesday, August 8, 2023, 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 at the discretion of the proxies 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 four (4) hours before the time fixed for the Meeting, i.e., by Tuesday, August 8, 2023 at 10:00 a.m. Israel time.
ANNUAL GENERAL MEETING OF SHAREHOLDERS OF
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NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL:
The Notice of Meeting, Proxy Statement, Proxy Card are available at www.elbitsystems.com
Please detach along perforated line and mail in the envelope provided. ------------------ ----------------
| x PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE |
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| 1. | ELECTION OF MR. MICHAEL FEDERMANN, MR. ADAM, MRS. BAUM, MR. DAVID FEDER MANN, MRS. LIVNI, MR. NINVEH AND PROF. NISAN AS DIRECTORS OF THE COMPANY UNTIL THE CLOSE OF THE NEXT ANNUAL GENERAL MEETING OF SHAREHOLDERS. |
FOR AGAINST ABSTAIN RE-ELECTION OF MR. NOAZ BAR-NIR TO AN ADDITIONAL THREE-YEAR TERM AS AN EXTERNAL DIRECTOR. YES NO |
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| Michael Federmann | FOR AGAINST ABSTAIN | Solely for the purpose of voting on Proposal 2, please indicate if you are a Controlling Shareholder of the Company, or if you have a Personal Interest (as each of these terms is defined in the Proxy Statement), in the approval of Proposal 2. |
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| Ehud (Udi) Adam | (Please note: if you do not mark either Yes or No, your shares will NOT be voted). FOR AGAINST ABSTAIN |
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| Rina Baum | 3. | APPROVAL OF THE EXTENSION OF THE INDEMNIFICATION LETTERS OF MR. MICHAEL FEDERMANN AND MR. DAVID FEDERMANN FOR AN ADDITIONAL |
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| David Federmann | THREE YEARS COMMENCING ON DECEMBER 1, 2023. YES NO Solely for the purpose of voting on Proposal 3, please indicate if you are a Controlling Shareholder of the Company, or if you have a Personal Interest (as each of these |
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| Tzipi Linvni | terms is defined in the Proxy Statement), in the approval of Proposal 3. | |||
| Dov Ninveh | 4. | (Please note: if you do not mark either Yes or No, your shares will NOT be voted). FOR AGAINST ABSTAIN APPROVAL OF THE EXTENSION OF THE EXEMPTION LETTERS OF MR. |
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| Ehood (Udi) Nisan | MICHAEL FEDERMANN AND MR. DAVID FEDERMANN FOR AN ADDITIONAL THREE YEARS COMMENCING ON APRIL 7, 2024. |
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| YES NO Solely for the purpose of voting on Proposal 4, please indicate if you are a Controlling Shareholder of the Company, or if you have a Personal Interest (as each of these terms is defined in the Proxy Statement), in the approval of Proposal 4. |
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| (Please note: if you do not mark either Yes or No, your shares will NOT be voted). FOR AGAINST ABSTAIN |
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| 5. | RE-APPOINTMENT OF KOST, FORER, GABBAY & KASIERER, A MEMBER OF ERNST & YOUNG GLOBAL, AS THE COMPANY'S INDEPENDENT AUDITOR FOR THE FISCAL YEAR ENDING DECEMBER 31, 2023 AND UNTIL THE CLOSE OF THE NEXT ANNUAL GENERAL MEETING OF SHAREHOLDERS. |
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| Proxies previously given are hereby revoked. | ||||
| To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. |
The below-signed hereby acknowledge(s) receipt of the Notice of the Company's Annual General Meeting of Shareholders and the accompanying Proxy Statement. |
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| Signature of Shareholder | Date: | Signature of Shareholder Date: |
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| Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer 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. |
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