Proxy Solicitation & Information Statement • Mar 3, 2021
Proxy Solicitation & Information Statement
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KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby appoints MICHAEL FEDERMANN, BEZHALEL MACHLIS and ADI PINCHAS CONFINO, 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 10, 2021, at the Company's Extraordinary General Meeting of Shareholders to be held at the Company's offices at the Advanced Technology Center, Haifa, Israel on Wednesday, April 7, 2021, at 2:00 p.m. Israel time (the "Meeting"), and at any adjournments and postponements, with all power that the undersigned would have if personally present and especially (but without limitation) 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 7, 2021, at 10:00 a.m. Israel time.
(Continued and to be signed on the reverse side) 1.1
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF
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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 detach along perforated line and mail in the envelope provided. ------------------ ----------------
040721
| PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x |
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| Proxies previously given are hereby revoked. 1. The below-signed hereby acknowledge(s) receipt of the Notice of the Company's Extraordinary General Meeting of Shareholders and the accompanying Proxy Statement. 2. |
FOR AGAINST ABSTAIN APPROVAL OF THE AMENDED COMPENSATION POLICY OF THE COMPANY, SUBSTANTIALLY IN THE FORM OF EXHIBIT A ATTACHED TO THE ACCOMPANYING PROXY STATEMENT. YES NO Solely for the purpose of voting on Proposal 1, please indicate if you are a Controlling Shareholder of the Company, or if you have a Personal Interest (as |
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| each of these terms is defined in the Proxy Statement), in the approval of Proposal 1. (Please note: if you do not mark either Yes or No, your shares will NOT be voted). FOR AGAINST ABSTAIN |
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| APPROVAL OF THE AMENDED EMPLOYMENT AGREEMENT OF THE COMPANY'S PRESIDENT AND CHIEF EXECUTIVE OFFICER, MR. BEZHALEL MACHLIS. YES NO |
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| Solely for the purpose of voting on Proposal 2, please indicate if you are a Controlling Shareholder of the Company, or if you have a Personal Interest (as each of these terms is defined in the Proxy Statement), in the approval of Proposal 2. |
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| (Please note: if you do not mark either Yes or No, your shares will NOT be voted). FOR AGAINST ABSTAIN |
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| 3(a).APPROVAL OF THE PROVISION OF EXEMPTION LETTERS, SUBSTANTIALLY IN THE FORM OF EXHIBIT B ATTACHED TO THE ACCOMPANYING PROXY STATEMENT, TO MR. BEZHALEL MACHLIS, MR. MICHAEL FEDERMANN AND MR. DAVID FEDERMANN. YES NO |
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| Solely for the purpose of voting on Proposal 3(a), please indicate if you are a Controlling Shareholder of the Company, or if you have a Personal Interest (as each of these terms is defined in the Proxy Statement), in the approval of Proposal 3(a). |
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| 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. |
(Please note: if you do not mark either Yes or No, your shares will NOT be voted). FOR AGAINST ABSTAIN |
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| 3(b).APPROVAL OF THE PROVISION OF EXEMPTION LETTERS, SUBSTANTIALLY IN THE FORM OF EXHIBIT B ATTACHED TO THE |
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| ACCOMPANYING PROXY STATEMENT, TO CURRENT AND FUTURE DIRECTORS OF THE COMAPNY WHO ARE NOT DIRECT OR INDIRECT CONTROLLING SHAREHOLDERS OF THE COMPANY OR RELATIVES THEREOF. |
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| Signature of Shareholder Date: |
Signature of Shareholder Date: |
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| 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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