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Elbit Systems

Proxy Solicitation & Information Statement Mar 3, 2021

6762_rns_2021-03-03_259453c1-d4db-48c6-b392-8074da9eaf73.pdf

Proxy Solicitation & Information Statement

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ELBIT SYSTEMS LTD.

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THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON WEDNESDAY, APRIL 7, 2021

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned 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 Wednesday, March 10, 2021, 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 Wednesday, April 7, 2021, 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 Wednesday, April 7, 2021, at 10:00 a.m. Israel time.

(Continued and to be signed on the reverse side) 1.1

EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF

ELBIT SYSTEMS LTD.

April 7, 2021

GO GREEN

e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.astfinancial.com to enjoy online access.

NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL:

The Notice of Meeting, Proxy Statement, Proxy Card are available at www.elbitsystems.com

Please sign, date and mail your proxy card in the envelope provided as soon as possible.

Please detach along perforated line and mail in the envelope provided. ------------------ ----------------

040721

PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE
x
Proxies previously given are hereby revoked.
1.
The below-signed hereby acknowledge(s) receipt of the Notice of the Company's
Extraordinary General Meeting of Shareholders and the accompanying Proxy
Statement.
2.
FOR AGAINST ABSTAIN
APPROVAL OF THE AMENDED COMPENSATION POLICY OF THE
COMPANY, SUBSTANTIALLY IN THE FORM OF EXHIBIT A ATTACHED TO
THE ACCOMPANYING PROXY STATEMENT.
YES
NO
Solely for the purpose of voting on Proposal 1, 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 1.
(Please note: if you do not mark either Yes or No, your shares will NOT be
voted).
FOR AGAINST ABSTAIN
APPROVAL OF THE AMENDED EMPLOYMENT AGREEMENT OF THE
COMPANY'S PRESIDENT AND CHIEF EXECUTIVE OFFICER, MR.
BEZHALEL MACHLIS.
YES
NO
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.
(Please note: if you do not mark either Yes or No, your shares will NOT be
voted).
FOR AGAINST ABSTAIN
3(a).APPROVAL
OF
THE
PROVISION
OF
EXEMPTION
LETTERS,
SUBSTANTIALLY IN THE FORM OF EXHIBIT B ATTACHED TO THE
ACCOMPANYING PROXY STATEMENT, TO MR. BEZHALEL MACHLIS, MR.
MICHAEL FEDERMANN AND MR. DAVID FEDERMANN.
YES
NO
Solely for the purpose of voting on Proposal 3(a), 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 3(a).
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.
(Please note: if you do not mark either Yes or No, your shares will NOT be
voted).
FOR AGAINST ABSTAIN
3(b).APPROVAL
OF
THE
PROVISION
OF
EXEMPTION
LETTERS,
SUBSTANTIALLY IN THE FORM OF EXHIBIT B ATTACHED TO THE
ACCOMPANYING PROXY STATEMENT, TO CURRENT AND FUTURE
DIRECTORS OF THE COMAPNY WHO ARE NOT DIRECT OR INDIRECT
CONTROLLING SHAREHOLDERS OF THE COMPANY OR RELATIVES
THEREOF.
Signature of Shareholder
Date:
Signature of Shareholder
Date:
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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