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Gilat Satellite Networks Ltd.

Proxy Solicitation & Information Statement May 18, 2023

6810_rns_2023-05-18_7a1f5d22-5313-4cc6-b6ee-d73e6e65fdfd.pdf

Proxy Solicitation & Information Statement

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GILAT SATELLITE NETWORKS LTD.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Amiram Boehm, Doron Kerbel, and Gil Benyamini, or any of them, attorneys or attorney-in-fact, for and in the name(s) of the undersigned, with power of substitution and revocation in each to vote any and all ordinary shares, nominal value NIS 0.20 per share, of Gilat Satellite Networks Ltd. (the "Company"), which the undersigned would be entitled to vote as fully as the undersigned could if personally present, held of record in the name of the undersigned at the close of business on May 15, 2023, at the Annual General Meeting of Shareholders of the Company to be held on June 15, 2023 at 3:00 p.m. Israel time at the offices of the Company, 21 Yegia Kapayim Street, Kiryat Arye, Petah Tikva 4913020, Israel, and at any adjournment or adjournments thereof (the "Meeting"), 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 Annual General Meeting (receipt of which is hereby acknowledged).

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS SPECIFIED.

(Continued and to be signed on the reverse side)

ANNUAL GENERAL MEETING OF SHAREHOLDERS OF

GILAT SATELLITE NETWORKS LTD.

June 15, 2023 Please date, sign and mail your proxy card in the envelope provided as soon as possible.

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

_____________________________________________________________________________________________ THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPROVAL OF THE PROPOSALS UNDER ITEMS 1, 2, 3, 4, 5, 6, 7, AND 8.

----------------------------------------------------------------------------------------------------------------------

PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE [X]

Items No. 2, 3(c), 4(b), 6 and 7 require an indication of "Personal Interest" in the resolution and whether the undersigned is a "Controlling Shareholder" (as such terms are defined under the Israeli Companies Law, 5759-1999 (the "ICL")).

For information regarding the definitions of "Personal Interest" and "Controlling Shareholder", please see the explanation in the Notice of Annual General Meeting of Shareholders and in the Proxy Statement.

(1) To re-elect four members of the Board of Directors and elect a new member of the Board of Directors until our next annual general meeting of shareholders and until their successors have been duly elected and qualified

FOR AGAINST ABSTAIN
a. Amiram Boehm (re-elect) [ ] [ ] [ ]
b. Aylon (Lonny) Rafaeli (re-elect) [ ] [ ] [ ]
c. (re-elect)
Dafna Sharir
[ ] [ ] [ ]
d. Ronit Zalman Malach. (re-elect) [ ] [ ] [ ]
e. Amir Ofek. (elect) [ ] [ ] [ ]

___________________________________________________________________________

(2) To re-elect Mr. Elyezer Shkedy to serve as an external director for an additional three-year term.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

By 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.

[ ] NO [ ] YES

(3) Subject to their election pursuant to Items No. 1 or 2, to approve a grant of options to Ms. Dafna Sharir, Mr. Aylon (Lonny) Rafaeli, Mr. Elyezer Shkedy and Mr. Amir Ofek, as described in the Proxy Statement.

FOR AGAINST ABSTAIN
a. Aylon (Lonny) Rafaeli [ ] [ ] [ ]
b. Ms. Dafna Sharir [ ] [ ] [ ]
c. Elyezer Shkedy [ ] [ ] [ ]
d. Amir Ofek [ ] [ ] [ ]

By 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.

[ ] NO [ ] YES

  • (4) 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;
    • a. To approve the terms of employment, the Base Compensation and the Chairman Bonus Plan of Mr. Amiram Boehm as Chairman of the Board of the Company as described in Item 4 of the Proxy Statement.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

b. 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.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

By 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.

[ ] NO [ ] YES

  • (5) To approve a separation grant and a special bonus to Mr. Isaac Angel, the retiring Chairman of the Board of Directors
    • [ ] FOR [ ] AGAINST [ ] ABSTAIN
  • (6) to approve a grant of options to Mr. Adi Sfadia, the Company's Chief Executive Officer.
    • [ ] FOR [ ] AGAINST [ ] ABSTAIN

By 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.

  • [ ] NO [ ] YES
  • (7) To amend the Company's Compensation Policy for Executive Officers and Directors as described in the Proxy Statement.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

By 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.

[ ] NO [ ] YES

(8) 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

[ ] FOR [ ] AGAINST [ ] ABSTAIN

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 _____ Signature of Shareholder__________ Date _____

Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.

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