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Gilat Satellite Networks Ltd.

Proxy Solicitation & Information Statement Nov 23, 2020

6810_rns_2020-11-23_9a93ecbd-aa93-4914-ac80-c422f0d09f81.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 Dov Baharav, Yael Shofar and Avivit Swisa, or any of them, attorneys or attorneyin-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 at the Annual General Meeting of Shareholders of the Company to be held on December 28, 2020 at 2 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).

In light of the recent outbreak of the coronavirus (COVID-19) pandemic, the Company reserves the option to convert the Meeting from a physical meeting to a virtual meeting at a later date. In such event, the Company will issue a press release and furnish a Form 6-K or other document with the SEC prior to the date of the General Meeting outlining the manner in which shareholders may attend the virtual meeting.

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.

December 28, 2020

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 ELECTION OF THE NOMINEES FOR DIRECTOR IN ITEMS 1 AND 2 AND "FOR" THE APPROVAL OF THE PROPOSALS UNDER ITEMS 3 THROUGH 7.

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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 2, 4, 5 and 6 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 Proposal II of the Proxy Statement.

(1) To re-elect six members 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.Dov Baharav (re-elect) [ ] [ ] [ ]
b.Amiram Boehm (re-elect) [ ] [ ] [ ]
c.Ishay Davidi (re-elect) [ ] [ ] [ ]
d.Aylon (Lonny) Rafaeli (re-elect) [ ] [ ] [ ]
e.Meir Shamir (re-elect) [ ] [ ] [ ]
f.
Dafna Sharir (re-elect)
[ ] [ ] [ ]

(2) to elect Mr. Ami Shafran to serve as an external director for a three-year term

[ ] FOR [ ] AGAINST [ ] ABSTAIN

2.A. By marking the "YES" box, 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 "NO" box.

[ ] YES [ ] NO

(3) subject to his election under Item 2, to approve a grant of options to Mr. Shafran

[ ] FOR [ ] AGAINST [ ] ABSTAIN

(4) to amend the Company's compensation policy for directors and officers.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

4.A. By marking the "YES" box, you confirm that you are not a "controlling shareholder" and do not have a "personal interest" in the approval of Proposal 4. If you cannot make such confirmation, please check the "NO" box.

[ ] YES [ ] NO

(5) to approve the terms of service and compensation of the Chief Executive Officer of the Company

[ ] FOR [ ] AGAINST [ ] ABSTAIN

5.A. By marking the "YES" box, you confirm that you are not a "controlling shareholder" and do not have a "personal interest" in the approval of Proposal 5. If you cannot make such confirmation, please check the "NO" box.

[ ] YES [ ] NO

(6) to extend the term of the Company's existing indemnification agreements with two Company directors who are affiliated with the Company's controlling shareholders, certain limited partnerships managed by FIMI IV 2007 Ltd. and by FIMI FIVE 2012 Ltd., for a three-year period

[ ] FOR [ ] AGAINST [ ] ABSTAIN

6.A. By marking the "YES" box, 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 "NO" box.

[ ] YES [ ] NO

(7) 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, 2020, 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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