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TAT Technologies Ltd.

Proxy Solicitation & Information Statement Aug 31, 2018

7072_rns_2018-08-30_bb8e0a74-2bd8-4110-9688-f1bd1b329cd1.pdf

Proxy Solicitation & Information Statement

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TAT Technologies Ltd. P.O. Box 80, Gedera 70750 Israel

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF TAT TECHNOLOGIES LTD.

The undersigned, a shareholder of TAT Technologies Ltd. (the "Company"), an Israeli corporation, hereby appoints Adv. Idan Lidor, and Adv. Shachar Hananel or either of them, attorney or attorneys of the undersigned, as the attorney and proxy of the undersigned, with full power of substitution, for and in the name of the undersigned, to vote and otherwise act on behalf of the undersigned at the annual and extraordinary general meeting of shareholders of the Company to be held at the offices of Naschitz, Brandes, Amir & Co., Advocates, located at 5 Tuval Street, Tel-Aviv, Israel, on October 4, 2018 at 17:00 P.M. Israel time, or at any adjournment(s) or postponement(s) thereof (the "Meeting"), with respect to all of the ordinary shares, par value NIS 0.90, of the Company (the "Shares") which the undersigned would be entitled to vote, with all powers the undersigned would possess if personally present, provided said proxies are authorized and directed to vote as indicated with respect to the matter set forth below in this Proxy. Subject to applicable law and the rules of NASDAQ, in the absence of such instructions, the Shares represented by properly executed and received proxies will be voted "FOR" all of the proposed resolutions to be presented to the Meeting for which the Board of Directors recommends a "FOR" vote, other than Items 1 through 6.

A shareholder's proxy card must be received by the Company no later than October 4, 2018, 13:00 P.M. Israel time, otherwise it shall not be valid at the Meeting.

This proxy also delegates, to the extent permitted by applicable law, discretionary authority to vote with respect to any other business which may properly come before the Meeting.

WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE AND SIGN THIS FORM OF PROXY AND MAIL THE PROXY PROMPTLY, ALONG WITH PROOF OF IDENTITY IN ACCORDANCE WITH THE COMPANY'S PROXY STATEMENT, IN THE ENCLOSED ENVELOPE IN ORDER TO ASSURE REPRESENTATION OF YOUR SHARES. NO POSTAGE NEED BE AFFIXED IF THE PROXY IS MAILED IN THE UNITED STATES.

PLEASE NOTE THAT YOU ARE REQUIRED TO INDICATE WITH RESPECT TO ITEMS 5 AND 6, WHETHER OR NOT YOU ARE THE CONTROLING SHAREHOLDER OF THE COMPANY OR WHETHER OR NOT YOU HAVE A PERSONAL INTEREST IN THE PROPOSALS SET FORTH IN ITEMS 5 AND 6. IF YOU FAIL TO NOTIFY US AS TO WHETHER OR NOT YOU ARE THE CONTROLING SHAREHOLDER OF THE COMPANY OR WHETHER OR NOT YOU HAVE A PERSONAL INTEREST WITH RESPECT TO ITEMS 5 AND 6, YOUR VOTE WILL NOT BE COUNTED WITH RESPECT TO SUCH ITEM.

Item No.1 Approval of the re-appointment
of Kesselman & Kesselman
PwC
Israel,
a
member
of
PricewaterhouseCoopers
International
Ltd.,
as
our
independent
certified
public
accountants, effective as of the
approval by the Meeting until
our next Annual Meeting of
Shareholders, and delegation
to
the
Company's
Audit
Committee
and
Board
of
Directors
of the authority to
determine
the
accountants'
remuneration
in
accordance
with the volume and nature of
their services.
FOR AGAINST ABSTAIN
Item No. 2 Approval of the re-election of
each of Mr. Amos Malka, Mr.
Ron
Ben
Haim,
Mr.
Ami
Boehm and Ms. Dafna Gruber,
to serve as Directors of the
Company, each to hold office
until our next Annual Meeting
of Shareholders.
VOTE FOR EACH DIRECTOR
SEPARATELY.
FOR AGAINST ABSTAIN
I. Mr. Amos Malka
II. Mr. Ron Ben Haim
III Mr. Ami Boehm
IV Ms. Dafna Gruber
Item No. 3 Approval of an increase in the
authorized share capital of the
Company by
3,000,000
ordinary
shares and amend the Articles of
Association of the Company to
reflect such change.
FOR AGAINST ABSTAIN
Item No. 4 Approval
of
the
amended
and
restated the Company's 2012 stock
option plan.
FOR AGAINST ABSTAIN
Item No. 5 Approval
of
grant
of
100,000
options to purchase ordinary shares
of the Company to Mr. Igal Zamir,
the Company's Chief Executive
Officer.
FOR AGAINST ABSTAIN
Do you have a Personal Interest in
the approval of the Item No. 5?
YES NO
(Please note: If you do not mark
either Yes or No, your shares will
not be voted for Item No. 5)
Item No. 6 Approval of an Amendment to the
employment agreement of Mr. Igal
Zamir,
the
Company's
Chief
Executive Officer
FOR AGAINST ABSTAIN
Do you have a Personal Interest in
the approval of the Item No. 6?
YES NO
(Please note: If you do not mark
either Yes or No, your shares will
not be voted for Item No. 6)
PLEASE INDICATE ON
THE FOLLOWINGS:
YES NO
Are you the Controlling
shareholder
of
Company (with respect to
Items 5 and 6)?
the

Shareholders entitled to notice of and to vote at the meeting shall be determined as of the close of business on September 6, 2018, the record date fixed by the Board of Directors for such purpose.

The signer hereby revokes all previous proxies given by the signer to vote at the annual general meeting or any adjournments thereof.

Signature _________________ Signature _________________ Date __________, 2018.

Please sign exactly as your name(s) appears on the Proxy. If held in joint tenancy, the shareholder named first in the Company's register must sign. Trustees, Administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the Proxy. PLEASE BE SURE TO RETURN THE ENTIRE PROXY ALONG WITH PROOF OF IDENTITY AS DESCRIBED IN THE COMPANY'S PROXY STATEMENT.

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