Proxy Solicitation & Information Statement • Aug 31, 2018
Proxy Solicitation & Information Statement
Open in ViewerOpens in native device viewer
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.
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.