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Magic Software Enterprises Ltd.

Proxy Solicitation & Information Statement Feb 5, 2019

6900_rns_2019-02-05_c6a398b7-6f99-4859-9e9b-f5ebfb6b7e89.pdf

Proxy Solicitation & Information Statement

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Exhibit 99.2

MAGIC SOFTWARE ENTERPRISES LTD.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Asaf Berenstin and Amit Birk, or either of them, attorneys or attorney of the undersigned, for and in the name(s) of the undersigned, with power of substitution and revocation in each to vote any and all ordinary shares, par value NIS 0.1 per share, of Magic Software Enterprises Ltd. (the "Company"), which the undersigned would be entitled to vote as fully as the undersigned could if personally present at the 2018 Annual General Meeting of Shareholders of the Company to be held on Friday, March 1, 2019 at 3:00 p.m. (Israel time) at the offices of the Company, 5 HaPlada Street, Or Yehuda 6021805, Israel, and at any adjournments thereof, hereby revoking any prior proxies to vote said shares, upon the following items of business more fully described in the notice of and proxy statement for such 2018 Annual General Meeting (receipt of which is hereby acknowledged):

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS SPECIFIED. IN THE ABSENCE OF SUCH SPECIFICATION, THE SHARES REPRESENTED BY THIS PROXY CARD WILL BE VOTED FOR THE ELECTION OF THE DIRECTORS IN ITEM 1 AND ITEMS 2 AND 3 SET FORTH ON THE REVERSE. ON ANY OTHER BUSINESS THAT MAY PROPERLY COME BEFORE THE 2018 ANNUAL GENERAL MEETING, THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE JUDGMENT OF THE PERSONS NAMED ABOVE AS PROXIES.

VOTES CAST FOR ITEM 2 WILL NOT BE COUNTED UNLESS "YES" OR "NO" HAS BEEN SPECIFIED AS TO WHETHER THE SHAREHOLDER IS A CONTROLLING SHAREHOLDER OR HAS A PERSONAL INTEREST (AS DEFINED IN THE PROXY STATEMENT) WITH RESPECT TO THE PROPOSAL.

(Continued and to be signed on the reverse side)

1.1

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MAGIC SOFTWARE ENTERPRISES LTD.

March 1, 2019

GO GREEN

�Consent makes it easy to go paperles s�� �� can quickly acoes your proxy
material, statements and other eligible documents online reducing costs, clutter and
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Please sign, date and mail your proxy card in the envelope provided as soon as possible.

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

0000 3330205000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000 03011.9
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF THE DRECTORS NAMED IN TEM 1
AND "FOR" PROPOSALS 2 AND 3
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE 'LL
Pursuant to Israeli law, in order to ensure specific majority requirements we are
required to ask you if you have a personal interest or are a controlling
shareholder with respect to Proposal 2, as applicable. For information
regarding the definitions see the discussion in the "Required Vote" section of
the item in the proxy statement.
VOTES CAST FOR PROPOSAL 2 WILL NOT BE COUNTED UNLESS "YES" OR
"NO" HAS BEEN SPECIFIED AS TO WHETHER THE SHAREHOLDER IS A
CONTROLLING SHAREHOLDER OR HAS A PERSONAL INTEREST WITH
RESPECT TO THE PROPOSAL, AS APPLICABLE.
(1) To re-elect three directors for terms expiring at the Company's 2019 Annual General
Meeting of Shareholders.
ABSTAIN
AGAINS T
GUY BERNSTEIN
NAAMIT SALOMON
AVI ZAKAY
(2) To re-elect Mr. Sagi Schliesser to serve as an external director (as such
term is defined in the Israeli Companies Law) for a three-year term.
YES
NO
Are you (a) a controlling shareholder of the Company; or (b) do you have
a personal interest in the election of the nominee for external director?
FOR
AGAINST
ABSTAN
(3) To ratify and approve the re-appointment of Kost Forer Gabbay &
Kasierer, registered public accounting firm, a member firm of Ernst
& Young Global, as the Company's independent registered public
accounting firm for the year ending December 31, 2018 and until its
2019 annual general meeting of shareholders and to authorize its
Board of Directors to delegate to the Audit Committee the authority
to fix the compensation for such independent registered public
accountants in accordance with the volume and nature of their
services.
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.
Signature of Shareholder
Date:
Date:
Signature of Shareholder
Note: Plass signed a your ranes apper of the Process and joints and contraster with interstand and interest and in the course of collection, please of of the
the as such. I the signed in copcale name by day a more of the ping all the as such. It signe is a partership arre by a which

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