Pre-Annual General Meeting Information • May 18, 2023
Pre-Annual General Meeting Information
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| ���� ����� ����� ��"� | 2 670 |
| GILAT SATELLITE NETWORKS LTD | |
| Corporation no: 520038936 | 14776 |
| - - - | |
| Israel Securities Authority | Tel Aviv Stock Exchange | C460 ( Public ) | Reported via MAGNA: | 18/05/2023 | ||||||
| www.isa.gov.il | www.tase.co.il | Reference: | 2023-02-053730 | Time of broadcast: 21:35 21:35 |
Immediate Report of MeetingWhether to enable voting via the Voting System YesExplanation: Enabling voting via the Voting System is optional for dual-listing companies (including companies incorporated in Israel). Using the Voting System requires the company by law to process all votings made through it.
The corporation hereby gives notice of: convening of meeting
The reference number for the most recent notification of a meeting is _________ which was called for the date _________
| Reason for Postponement or Cancellation: _________ | _________ |
Explanation: Please refer to the reference number of the most recent notification of the convening or deferral of the meeting
1. On the date: 27/04/2023it was decided on convening of meeting annual meeting _________ ,that will be held on the day Thursday on the date : 15/06/2023 time: 15:00
| at address: | 21 Yegia Kapayim Street, Kiryat Arye, Petah Tikva 4913020, Israel |
For the Voting System's needs: The last date for voting in the voting system shall be up to _________ hours from the date of convening the meetingExplanation: If this field is empty the default is six hours.
2. Details of security in the Stock Exchange that entitles the holder thereof to participate in the meetingSecurity number 1082510Security name ���� ����� �"� 0.2 �"�Security type ShareExplanation: If a meeting concerning more than one security is required, a report on C460 will be made separately for every additional security. Reports that specify additional security numbers must be followed by an amending reportThe determining date for entitlement to participate and vote in the meeting: 15/05/2023
3. On the Agenda - Items/Decisions to be raised at the meeting11aThe item/decision and its particulars:To re-elect Mr. Amiram Boehm as a member of the Board of Directors until our next annual general meeting of shareholders and until their successors have been duly elected and qualified.
Enable Editing the item/decision and its particulars
Does this require disclosure of any ties or other features of the voting security holder? No_________Note: Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes. For example, this field may be used to add a question pertaining to issues that require a declaration of personal interest and details of the interest if any.
In the event of a meeting of bondholdersResolution pertaining to other interests _________Details of the other interests_________Note: Details of the other interest determine which declaration is included in the online voting system. Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes.
Resolution to require holders to provide additional details _________List of additional details required of holders or the manner in which meetings are convened (in the event of a meeting convened under section 350 of the Companies Law 350):_________Note: This field determines which demand for additional details is included in the online voting system. Voters may add text in the field.
| No longer on the agenda |
Items brought for one of the following: Voting
| Majority required simple majority | _________ |
21bThe item/decision and its particulars:To re-elect Mr. Ayalon (Lonny) Rafaeli as a member of the Board of Directors until our next annual general meeting of shareholders and until their successors have been duly elected and qualified.
Enable Editing the item/decision and its particulars
Does this require disclosure of any ties or other features of the voting security holder? No_________Note: Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes. For example, this field may be used to add a question pertaining to issues that require a declaration of personal interest and details of the interest if any.
In the event of a meeting of bondholdersResolution pertaining to other interests _________Details of the other interests_________Note: Details of the other interest determine which declaration is included in the online voting system. Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes.
Resolution to require holders to provide additional details _________List of additional details required of holders or the manner in which meetings are convened (in the event of a meeting convened under section 350 of the Companies Law 350):_________Note: This field determines which demand for additional details is included in the online voting system. Voters may add text in the field.
| No longer on the agenda |
Items brought for one of the following: Voting
| Majority required simple majority | _________ |
31cThe item/decision and its particulars:To re-elect Ms. Dafna Sharir as a member of the Board of Directors until our next annual general meeting of shareholders and until their successors have been duly elected and qualified.
Enable Editing the item/decision and its particulars
Does this require disclosure of any ties or other features of the voting security holder? No_________Note: Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes. For example, this field may be used to add a question pertaining to issues that require a declaration of personal interest and details of the interest if any.
In the event of a meeting of bondholdersResolution pertaining to other interests _________Details of the other interests_________Note: Details of the other interest determine which declaration is included in the online voting system. Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes.
Resolution to require holders to provide additional details _________List of additional details required of holders or the manner in which meetings are convened (in the event of a meeting convened under section 350 of the Companies Law 350):_________Note: This field determines which demand for additional details is included in the online voting system. Voters may add text in the field.
| No longer on the agenda |
Items brought for one of the following: Voting
| Majority required simple majority | _________ |
41dThe item/decision and its particulars:To re-elect Ms. Ronit Zalman Malach as a member of the Board of Directors until our next annual general meeting of shareholders and until their successors have been duly elected and qualified.
Enable Editing the item/decision and its particulars
Does this require disclosure of any ties or other features of the voting security holder? No_________Note: Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes. For example, this field may be used to add a question pertaining to issues that require a declaration of personal interest and details of the interest if any.
In the event of a meeting of bondholdersResolution pertaining to other interests _________Details of the other interests_________Note: Details of the other interest determine which declaration is included in the online voting system. Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes.
Resolution to require holders to provide additional details _________List of additional details required of holders or the manner in which meetings are convened (in the event of a meeting convened under section 350 of the Companies Law 350):_________Note: This field determines which demand for additional details is included in the online voting system. Voters may add text in the field.
| No longer on the agenda |
Items brought for one of the following: Voting
| Majority required simple majority | _________ |
51eThe item/decision and its particulars:To elect Mr. Amir Ofek as a member of the Board of Directors until our next annual general meeting of shareholders and until their successors have been duly elected and qualified.
Enable Editing the item/decision and its particulars
Does this require disclosure of any ties or other features of the voting security holder? No_________Note: Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes. For example, this field may be used to add a question pertaining to issues that require a declaration of personal interest and details of the interest if any.
In the event of a meeting of bondholdersResolution pertaining to other interests _________Details of the other interests_________Note: Details of the other interest determine which declaration is included in the online voting system. Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes.
Resolution to require holders to provide additional details _________List of additional details required of holders or the manner in which meetings are convened (in the event of a meeting convened under section 350 of the Companies Law 350):_________Note: This field determines which demand for additional details is included in the online voting system. Voters may add text in the field.
| No longer on the agenda |
Items brought for one of the following: Voting
| Majority required simple majority | _________ |
62The item/decision and its particulars:To re-elect Mr. Elyezer Shkedy to serve as an external director for an additional three-year term.
Enable Editing the item/decision and its particulars
Does this require disclosure of any ties or other features of the voting security holder? YesBy marking the �NO� box below, you confirm that you are not a �controlling shareholder� and do not have a �personal interest� in the approval of Proposal 2. If you cannot make such confirmation, please check the �YES� box.Note: Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes. For example, this field may be used to add a question pertaining to issues that require a declaration of personal interest and details of the interest if any.
In the event of a meeting of bondholdersResolution pertaining to other interests _________Details of the other interests_________Note: Details of the other interest determine which declaration is included in the online voting system. Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes.
Resolution to require holders to provide additional details _________List of additional details required of holders or the manner in which meetings are convened (in the event of a meeting convened under section 350 of the Companies Law 350):_________Note: This field determines which demand for additional details is included in the online voting system. Voters may add text in the field.
| No longer on the agenda |
Items brought for one of the following: Voting
| Majority required not a simpe majority | Special majority under the Israeli Companies Law 1999 |
73aThe item/decision and its particulars:Subject to his election pursuant to Item 1, to approve a grant of options to Mr. Aylon (Lonny) Rafaeli, as described in the Proxy Statement.
Enable Editing the item/decision and its particulars
Does this require disclosure of any ties or other features of the voting security holder? No_________Note: Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes. For example, this field may be used to add a question pertaining to issues that require a declaration of personal interest and details of the interest if any.
In the event of a meeting of bondholdersResolution pertaining to other interests _________Details of the other interests_________Note: Details of the other interest determine which declaration is included in the online voting system. Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes.
Resolution to require holders to provide additional details _________List of additional details required of holders or the manner in which meetings are convened (in the event of a meeting convened under section 350 of the Companies Law 350):_________Note: This field determines which demand for additional details is included in the online voting system. Voters may add text in the field.
| No longer on the agenda |
Items brought for one of the following: Voting
| Majority required simple majority | _________ |
83bThe item/decision and its particulars:Subject to his election pursuant to Item 1, to approve a grant of options to Ms. Dafna Sharir, as described in the Proxy Statement.
Enable Editing the item/decision and its particulars
Does this require disclosure of any ties or other features of the voting security holder? No_________Note: Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes. For example, this field may be used to add a question pertaining to issues that require a declaration of personal interest and details of the interest if any.
In the event of a meeting of bondholdersResolution pertaining to other interests _________Details of the other interests_________Note: Details of the other interest determine which declaration is included in the online voting system. Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes.
Resolution to require holders to provide additional details _________List of additional details required of holders or the manner in which meetings are convened (in the event of a meeting convened under section 350 of the Companies Law 350):_________Note: This field determines which demand for additional details is included in the online voting system. Voters may add text in the field.
| No longer on the agenda |
Items brought for one of the following: Voting
| Majority required simple majority | _________ |
93cThe item/decision and its particulars:Subject to his election pursuant to Item 1, to approve a grant of options to Mr, Elyezer Shkedy, as described in the Proxy Statement.
Enable Editing the item/decision and its particulars
Does this require disclosure of any ties or other features of the voting security holder? YesBy marking the �NO� box below, you confirm that you are not a �controlling shareholder� and do not have a �personal interest� in the approval of Proposal 3(c). If you cannot make such confirmation, please check the �YES� box.Note: Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes. For example, this field may be used to add a question pertaining to issues that require a declaration of personal interest and details of the interest if any.
In the event of a meeting of bondholdersResolution pertaining to other interests _________Details of the other interests_________Note: Details of the other interest determine which declaration is included in the online voting system. Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes.
Resolution to require holders to provide additional details _________List of additional details required of holders or the manner in which meetings are convened (in the event of a meeting convened under section 350 of the Companies Law 350):_________Note: This field determines which demand for additional details is included in the online voting system. Voters may add text in the field.
| No longer on the agenda |
Items brought for one of the following: Voting
| Majority required not a simpe majority | Special majority under the Israeli Companies Law 1999 |
103dThe item/decision and its particulars:Subject to his election pursuant to Item 1, to approve a grant of options to Mr, EAmir Ofek, as described in the Proxy Statement.
Enable Editing the item/decision and its particulars
Does this require disclosure of any ties or other features of the voting security holder? No_________Note: Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes. For example, this field may be used to add a question pertaining to issues that require a declaration of personal interest and details of the interest if any.
In the event of a meeting of bondholdersResolution pertaining to other interests _________Details of the other interests_________Note: Details of the other interest determine which declaration is included in the online voting system. Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes.
Resolution to require holders to provide additional details _________List of additional details required of holders or the manner in which meetings are convened (in the event of a meeting convened under section 350 of the Companies Law 350):_________Note: This field determines which demand for additional details is included in the online voting system. Voters may add text in the field.
| No longer on the agenda |
Items brought for one of the following: Voting
| Majority required simple majority | _________ |
114aThe item/decision and its particulars:Subject to his election pursuant to Item No. 1, to approve the terms of service and compensation of Mr. Amiram Boehm, the Chairman of the Board of Directors of the Company, as described in the Proxy Statement.
Enable Editing the item/decision and its particulars
Does this require disclosure of any ties or other features of the voting security holder? No_________Note: Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes. For example, this field may be used to add a question pertaining to issues that require a declaration of personal interest and details of the interest if any.
In the event of a meeting of bondholdersResolution pertaining to other interests _________Details of the other interests_________Note: Details of the other interest determine which declaration is included in the online voting system. Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes.
Resolution to require holders to provide additional details _________List of additional details required of holders or the manner in which meetings are convened (in the event of a meeting convened under section 350 of the Companies Law 350):_________Note: This field determines which demand for additional details is included in the online voting system. Voters may add text in the field.
| No longer on the agenda |
Items brought for one of the following: Voting
| Majority required simple majority | _________ |
124bThe item/decision and its particulars:Subject to his election pursuant to Item No. 1, to approve the grant of options to Mr. Amiram Boehm, the Company�s Chairman of the Board, as set forth in Item 4 of the Proxy Statement.
Enable Editing the item/decision and its particulars
Does this require disclosure of any ties or other features of the voting security holder? YesBy marking the �NO� box below, you confirm that you are not a �controlling shareholder� and do not have a �personal interest� in the approval of Proposal 4(b). If you cannot make such confirmation, please check the �YES� box.Note: Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes. For example, this field may be used to add a question pertaining to issues that require a declaration of personal interest and details of the interest if any.
In the event of a meeting of bondholdersResolution pertaining to other interests _________Details of the other interests_________Note: Details of the other interest determine which declaration is included in the online voting system. Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes.
Resolution to require holders to provide additional details _________List of additional details required of holders or the manner in which meetings are convened (in the event of a meeting convened under section 350 of the Companies Law 350):_________Note: This field determines which demand for additional details is included in the online voting system. Voters may add text in the field.
| No longer on the agenda |
Items brought for one of the following: Voting
| Majority required not a simpe majority | Special majority under the Israeli Companies Law 1999 |
135The item/decision and its particulars:To approve a separation grant and a special bonus to Mr. Isaac Angel, the retiring Chairman of the Board of Directors
Enable Editing the item/decision and its particulars
Does this require disclosure of any ties or other features of the voting security holder? No_________Note: Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes. For example, this field may be used to add a question pertaining to issues that require a declaration of personal interest and details of the interest if any.
In the event of a meeting of bondholdersResolution pertaining to other interests _________Details of the other interests_________Note: Details of the other interest determine which declaration is included in the online voting system. Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes.
Resolution to require holders to provide additional details _________List of additional details required of holders or the manner in which meetings are convened (in the event of a meeting convened under section 350 of the Companies Law 350):_________Note: This field determines which demand for additional details is included in the online voting system. Voters may add text in the field.
| No longer on the agenda |
Items brought for one of the following: Voting
| Majority required simple majority | _________ |
146The item/decision and its particulars:To approve a grant of options to Mr. Adi Sfadia, the Company�s Chief Executive Officer.
Enable Editing the item/decision and its particulars
Does this require disclosure of any ties or other features of the voting security holder? YesBy marking the �NO� box below, you confirm that you are not a �controlling shareholder� and do not have a �personal interest� in the approval of Proposal 6. If you cannot make such confirmation, please check the �YES� box.Note: Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes. For example, this field may be used to add a question pertaining to issues that require a declaration of personal interest and details of the interest if any.
In the event of a meeting of bondholdersResolution pertaining to other interests _________Details of the other interests_________Note: Details of the other interest determine which declaration is included in the online voting system. Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes.
Resolution to require holders to provide additional details _________List of additional details required of holders or the manner in which meetings are convened (in the event of a meeting convened under section 350 of the Companies Law 350):_________Note: This field determines which demand for additional details is included in the online voting system. Voters may add text in the field.
| No longer on the agenda |
Items brought for one of the following: Voting
| Majority required not a simpe majority | Special majority under the Israeli Companies Law 1999 |
157The item/decision and its particulars:To amend the Company�s Compensation Policy for Executive Officers and Directors as described in the Proxy statement.
Enable Editing the item/decision and its particulars
Does this require disclosure of any ties or other features of the voting security holder? YesBy marking the �NO� box below, you confirm that you are not a �controlling shareholder� and do not have a �personal interest� in the approval of Proposal 7. If you cannot make such confirmation, please check the �YES� box.Note: Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes. For example, this field may be used to add a question pertaining to issues that require a declaration of personal interest and details of the interest if any.
In the event of a meeting of bondholdersResolution pertaining to other interests _________Details of the other interests_________Note: Details of the other interest determine which declaration is included in the online voting system. Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes.
Resolution to require holders to provide additional details _________List of additional details required of holders or the manner in which meetings are convened (in the event of a meeting convened under section 350 of the Companies Law 350):_________Note: This field determines which demand for additional details is included in the online voting system. Voters may add text in the field.
| No longer on the agenda |
Items brought for one of the following: Voting
| Majority required not a simpe majority | Special majority under the Israeli Companies Law 1999 |
168The item/decision and its particulars:To ratify and approve the reappointment and compensation of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, as our independent registered public accountants for the fiscal year ending December 31, 2023, and for such additional period until the next annual general meeting of shareholders.
Enable Editing the item/decision and its particulars
Does this require disclosure of any ties or other features of the voting security holder? No_________Note: Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes. For example, this field may be used to add a question pertaining to issues that require a declaration of personal interest and details of the interest if any.
In the event of a meeting of bondholdersResolution pertaining to other interests _________Details of the other interests_________Note: Details of the other interest determine which declaration is included in the online voting system. Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes.
Resolution to require holders to provide additional details _________List of additional details required of holders or the manner in which meetings are convened (in the event of a meeting convened under section 350 of the Companies Law 350):_________Note: This field determines which demand for additional details is included in the online voting system. Voters may add text in the field.
| No longer on the agenda |
Items brought for one of the following: Voting
| Majority required simple majority | _________ |
Attachment of report of convening meeting: 6k_isa.pdf
4. AttachedYes wording of the voting letterNo position notificationpcard_isa.pdf
Yes declaration of candidate to serve as director in corporation.Yes declaration of independent directorYes declaration of outside directorgilat_directors_isa.pdf
5. The place and the times at which it is possible to examine any proposed decision the wording of which was not presented in full in the specification of the agenda above21 Yegia Kapayim Street, Kiryat Arye, Petah Tikva 4913020, Israel
6. Link to the Voting System site: Voting System
Meeting Identifier: _________Note: 'Meeting Identifier' is the first report's reference number. In the first report this field is empty.
| References of previous documents relating to this matter(the reference does not constitute incorporation by reference): | |
| - - - | |
| Stock Exchange/Market: NASDAQ GSM | Date of revision of form structure: 02/05/2023 |
| Address: Yegia Kapayim 21 , Petah Tikvah 49130 , Tel: 03-9252003 , Fax: 03-9252945 | |
| E-mail address: [email protected] | |
| Previous names of reporting entity: | |
| Name of the Signatory: Kerbel Doron Position of Signatory in the reporting corporation: General Counsel & Company Secretary Name of Employer Company: | |
| Address: Yagia Kapayim 21 , Petah Tikva 4913020 Telephone: 03-9252969 Facsimile: E-mail: [email protected] 1 | |
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