Elbit Systems

Proxy Solicitation & Information Statement • Oct 19, 2016

ANNUAL GENERAL MEETING OF SHAREHOLDERS OF

ELBIT SYSTEMS LTD.

November 23, 2016

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NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL:

The Notice of Meeting, Proxy Statement, Proxy Card are available at www.elbitsystems.com

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

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

ANY PROXIES PREVIOUSLY GIVEN ARE HEREBY REVOKED. THE UNDERSIGNED HEREBY ACKNOWLEDGE(S) RECEIPT OF THE NOTICE OF SHAREHOLDER'S ANNUAL GENERAL MEETING AND ACCOMPANYING PROXY STATEMENT. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x
1. ELECTION OF DIRECTORS:	FOR AGAINST ABSTAIN			FOR AGAINST ABSTAIN
Michael Federmann		2.	RE-ELECTION OF MRS. DALIA RABIN FOR AN ADDITIONAL THREE YEAR TERM AS AN EXTERNAL DIRECTOR	YES NO
Rina Baum			Please indicate if you are a controlling shareholder of the Company or
Yoram Ben-Zeev			have a "personal interest" (as defined in the Company's Proxy Statement of October 19, 2016) in the approval of the re-election of Mrs. Dalia Rabin for an additional three-year term as an External Director.
David Federmann			(Please note: if you do not mark either Yes or No, your shares will not be voted).
Dov Ninveh Udi Nisan		3.	APPROVAL OF THE AMENDED COMPENSATION POLICY FOR THE COMPANY'S DIRECTORS AND EXECUTIVE OFFICERS	FOR AGAINST ABSTAIN
Yuli Tamir			Please indicate if you are a controlling shareholder of the Company or have a "personal interest" (as defined in the Company's Proxy Statement of October 19, 2016) in the approval of the Amended Compensation Policy for the Company's directors and executive officers.	YES NO
			(Please note: if you do not mark either Yes or No, your shares will not be voted).
		4.	RE-APPOINTMENT OF KOST, FORER, GABBAY & KASIERER, A MEMBER OF ERNST & YOUNG GLOBAL, AS THE COMPANY'S INDEPENDENT AUDITOR FOR THE FISCAL YEAR 2016 AND UNTIL THE CLOSE OF THE NEXT SHAREHOLDERS' ANNUAL GENERAL MEETING	FOR AGAINST ABSTAIN
			Any proxies previously given are hereby revoked. The undersigned hereby acknowledge(s) receipt of the Notice of Shareholders' Annual General Meeting and the accompanying Proxy Statement.
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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ELBIT SYSTEMS LTD.

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THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE SHAREHOLDERS' ANNUAL GENERAL MEETING TO BE HELD ON NOVEMBER 23, 2016

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby appoints MICHAEL FEDERMANN, BEZHALEL MACHLIS and RONIT ZMIRI, and each of them acting individually without any of the others, the true and lawful proxies of the undersigned, with full power of substitution, to vote with respect to all of the undersigned's ordinary shares of ELBIT SYSTEMS LTD. (the "Company"), at the Shareholders' Annual General Meeting of the Company to be held at the Company's offices at the Advanced Technology Center, Haifa, Israel on Wednesday, November 23, 2016, at 12:00 a.m. local time, and at any adjournments, with all power that the undersigned would have if personally present and especially (but without limitation) to vote as follows:

The shares represented by this Proxy will be voted in the manner directed, and if no instructions to the contrary are indicated, will be voted "FOR" all Proposals listed on the reverse side.

The proxies are authorized to vote in their discretion on such other matters as may properly come before the meeting.

(Continued and to be signed on the reverse side) 1.1