Proxy Solicitation & Information Statement • Mar 1, 2018
Proxy Solicitation & Information Statement
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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 ordinary shares of ELBIT SYSTEMS LTD. (the "Company"), held in the name of the undersigned at the close of business on Wednesday, March 7, 2018, at the Shareholders' Extraordinary General Meeting of the Company to be held at the Company's offices at the Advanced Technology Center, Haifa, Israel on Wednesday, April 11, 2018, at 12:30 p.m. local time (the "Meeting"), and at any adjournments, with all power that the undersigned would have if personally present and especially (but without limitation of the general authorization and power hereby given) to vote as follows:
A shareholder's proxy card must be received by the Company no later than four (4) hours before the time fixed for the Meeting, i.e., by Wednesday, April 11, 2018 at 8:30 a.m. (local time).
The shares represented by this Proxy will be voted in the manner instructed. To the extent permitted by law and applicable stock exchange requirements, if no instructions to the contrary are indicated, the shares will be voted "FOR" all Proposals listed on the reverse side and at the discretion of the proxies on such other matters as may properly come before the meeting.
(Continued and to be signed on the reverse side)
1.1
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF
April 11, 2018
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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
Y Please detach along perforated line and mail in the envelope provided. Y
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1
041118
| PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE 'JE | ||||
|---|---|---|---|---|
| 1. APPROVAL OF THE NEW COMPENSATION POLICY | FOR AGAINST ABSTAIN | |||
| Please indicate if you are a controlling shareholder of the Company or YES have a "personal interest" (as defined in the Company's Proxy Statement of March 1, 2018) in the approval of the New Compensation Policy. |
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| (Please note: if you do not mark either Yes or No, your shares will not be voted). |
FOR | AGAINST | ABSTAIN | |
| 2. APPROVAL OF THE GRANT OF THE OPTIONS TO THE COMPANY'S CEO UNDER THE COMPANY'S EQUITY-BASED PLAN |
||||
| Please indicate if you are a controlling shareholder of the Company or JES have a "personal interest" (as defined in the Company's Proxy Statement of March 1, 2018) in the approval of the grant of the Options to the Company's CEO under the Company's Equity-Based Plan. |
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| (Please note: if you do not mark either Yes or No, your shares will not be voted). |
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| FOR | AGAINST | ABSTAIN | ||
| 3. APPROVAL OF THE GRANT OF THE PO OPTIONS TO THE COMPANY'S CEO |
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| Please indicate if you are a controlling shareholder of the Company or YES have a "personal interest" (as defined in the Company's Proxy Statement of March 1, 2018) in the approval of the grant of the PO's Options to the Company's CEO. |
||||
| (Please note: if you do not mark either Yes or No, your shares will not be voted). |
||||
| 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. |
Any proxies previously given are hereby revoked. | |||
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