Proxy Solicitation & Information Statement • May 18, 2023
Proxy Solicitation & Information Statement
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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).
(Continued and to be signed on the reverse side)
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.
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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
[ ] 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
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.
[ ] 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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