Proxy Solicitation & Information Statement • Jan 27, 2021
Proxy Solicitation & Information Statement
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Owners of record on January 27, 2021 (the "Record Date") of Ordinary Shares of Brainsway Ltd. (the "Company") are hereby notified of an upcoming annual general meeting of the Company to be held on Thursday March 4, 2021 in Israel (the "Annual Meeting").
Shareholders registered in the Company's shareholders register in Israel and shareholders who hold shares through members of the Tel-Aviv Stock Exchange may vote through the proxy card by completing, dating, signing and sending the proxy to the Company's offices so that it is received by the Company no later than Tuesday, March 2, 2021, at 11:00 a.m. Israel time. Shareholders registered in the Company's shareholders register in Israel and shareholders who hold shares through members of the Tel-Aviv Stock Exchange who vote their shares by proxy must also provide the Company with a copy of their identity card, passport or certification of incorporation, as the case may be. Shareholders who hold shares through members of the Tel-Aviv Stock Exchange and intend to vote their shares either in person or by proxy must deliver the Company, no later than Tuesday, March 2, 2021, at 11:00 a.m. Israel time, an ownership certificate confirming their ownership of the Company's shares on the Record Date, which certificate must be approved by a recognized financial institution, as required by the Israeli Companies Regulations (Proof of Ownership of Shares for Voting at Annual Meeting) of 2000, as amended. Alternatively, shareholders who hold shares through members of the Tel-Aviv Stock Exchange may vote electronically via the electronic voting system of the Israel Securities Authority up to six hours before the time fixed for the Annual Meeting (i.e., 9:00 a.m. Israel time on March 4, 2021). You should receive instructions about electronic voting from the Tel-Aviv Stock Exchange member through which you hold your shares.
If you have any questions, need assistance in voting, or need additional material, please contact our general counsel and company secretary by e-mail: [email protected]
Brainsway Ltd. Dated: January 27, 2021
| TO: | Brainsway Ltd. Fax Number: +972-2-581-2517 Email: [email protected] Telephone Number: +972-2-647-6003 on March 4, 2021 Annual General Meeting to be held |
|---|---|
| FROM: | ____________ Company/Individual Name |
| SIGNATURE: _________ Authorized Signatory Name, Signature |
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| CONTACT INFO: ____________ Telephone Number/ E-mail Address |
|
| TOTAL NUMBER ORDINARY SHARES HELD AS OF JANUARY 27, 2021, (all of them being voted): |
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| ______ DATE: ____ |
The above-noted holder of Ordinary Shares of Brainsway Ltd. (the "Company") hereby requests and instructs Dr. David Zacut to endeavor insofar as practicable, to vote or cause to be voted the number of Ordinary Shares held as of close of business on January 27, 2021 at the Annual General Meeting of the Company to be held in Israel on March 4, 2021 at 3:00p.m. Israel time in respect of the following resolutions:
THIS FORM MUST BE RECEIVED (AFTER COMPLETION) BY 11:00A.M. ISRAEL TIME ON MARCH 2, 2021 (OR IF VOTED ELECTRONICALLY BY 9:00A.M. ISRAEL TIME ON MARCH 4, 2021) IN ORDER TO BE VALID
1. RESOLVED, that Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, be, and hereby is, appointed as the independent auditors of the Company for the year 2020 and for an additional period until the next annual general meeting and to authorize the Board of Directors to determine their compensation for the year.
□ FOR □ AGAINST □ ABSTAIN
2a. RESOLVED, that Dr. David Zacut (Chairman) be, and hereby is, elected to hold office as a director of the Company until the next annual general meeting of the Company.
□ FOR □ AGAINST □ ABSTAIN
2b. RESOLVED, that Mr. Avner Hagai (Vice Chairman) be, and hereby is, elected to hold office as a director of the Company until the next annual general meeting of the Company.
□ FOR □ AGAINST □ ABSTAIN
2c. RESOLVED, that Mr. Avner Lushi be, and hereby is, elected to hold office as a director of the Company until the next annual general meeting of the Company.
□ FOR □ AGAINST □ ABSTAIN
2d. RESOLVED, that Ms. Eti Mitrany be, and hereby is, elected to hold office as a director of the Company until the next annual general meeting of the Company.
□ FOR □ AGAINST □ ABSTAIN
2e. RESOLVED, that Ms. Karen Sarid be, and hereby is, elected to hold office as a director of the Company until the next annual general meeting of the Company.
□ FOR □ AGAINST □ ABSTAIN
2f. RESOLVED, that Prof. Abraham Zangen be, and hereby is, elected to hold office as a director of the Company until the next annual general meeting of the Company.
□ FOR □ AGAINST □ ABSTAIN
2g. RESOLVED, that Mr. Yossi Ben Shalom be, and hereby is, elected to hold office as a director of the Company until the next annual general meeting of the Company.
□ FOR □ AGAINST □ ABSTAIN
3. RESOLVED, to approve the participation of the elected independent directors in an exchange offer for the repricing of the exercise price of their existing options to an exercise price equal to the higher of (a) \$4.675 (\$9.35 per ADS), being a price equal to the closing price per Ordinary Share on January 25th, 2021 and, (b) the closing price per Ordinary Share on the last trading date before the date of approval by the shareholders of this proposal.
□ FOR □ AGAINST □ ABSTAIN
4. RESOLVED, to approve the grant under the 2019 Plan of 180,000 RSUs to Christopher von Jako, President and Chief Executive Officer of the Company, as of the date of the shareholders' approval, in lieu of the 180,000 RSUs not yet granted, to vest over a period of four years beginning on the date of shareholder approval of the grant, with the first 25% said RSUs vesting 12 months after the date of shareholder approval, and with the remaining 75% of the RSUs vesting in 12 equal portions – each upon the last day of every three month period thereafter until the grant is fully vested, subject to Mr. von Jako's continued employment with the Company at the time of each such scheduled vesting, and otherwise in accordance with the terms of the 2019 Plan, and to amend Mr. von Jako's employment agreement accordingly.
□ FOR □ AGAINST □ ABSTAIN
4a. Are you a controlling shareholder or do you have a personal interest in approval of proposal 4 above? (Response required for vote to be counted.)
If you are not a controlling shareholder and you do not have personal interest, please mark – NO.
5. RESOLVED, to increase the authorized share capital of the company by 25,000,000 ordinary shares, par value NIS 0.04 per share from 35,000,000 ordinary shares, par value NIS 0.04 per share to 60,000,000 ordinary shares, par value NIS 0.04 per share, and to amend the Articles of Association of the Company accordingly.
□ FOR □ AGAINST □ ABSTAIN
End of resolutions
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