Proxy Solicitation & Information Statement • Aug 15, 2024
Proxy Solicitation & Information Statement
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KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned shareholder hereby appoints ADI PINCHAS CONFINO as the true and lawful proxy 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 Tuesday, August 20, 2024, at the Company's Annual General Meeting of Shareholders to be held at the Company's offices at the Advanced Technology Center, Haifa, Israel on Thursday, September 19, 2024, 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:
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 on such other matters as may properly come before the Meeting.
A shareholder's proxy card must be received by the Company no later than twenty-four (24) hours before the time fixed for the Meeting, i.e., by Wednesday, September 18, 2024 at 2:00 p.m. Israel time.
ANNUAL GENERAL MEETING OF SHAREHOLDERS OF
e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via https://equiniti.com/us/ast-accessto enjoy online access.
NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL:
The Notice of Meeting, Proxy Statement, Proxy Card are available at
------------------ ---------------- Please detach along perforated line and mail in the envelope provided.
| x PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE |
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| 1. | RE-ELECTION OF MR. D. FEDERMANN, MR. ADAM, MRS. BAUM, MR. M. FEDERMANN, MRS. LIVNI, MR. NINVEH AND PROF. NISAN AS DIRECTORS OF THE COMPANY UNTIL THE CLOSE OF THE NEXT ANNUAL GENERAL MEETING OF SHAREHOLDERS. |
2. | FO AGAINST ABSTAIN APPROVAL OF THE AMENDED COMPENSATION POLICY OF THE COMPANY, SUBSTANTIALLY IN THE FORM ATTACHED AS EXHIBIT A TO THE ACCOMPANY |
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| David Federmann Ehud (Udi) Adam |
FO AGAINST ABSTAIN | 3. | ING PROXY STATEMENT. APPROVAL OF THE AMENDED EMPLOYMENT AGREEMENT OF THE COMPA NY'S PRESIDENT AND CHIEF EXECUTIVE OFFICER, MR. BEZHALEL MACHLIS. |
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| Rina Baum | 4. | RE-APPOINTMENT OF KOST, FORER, GABBAY & KASIERER, A MEMBER OF ERNST & YOUNG GLOBAL, AS THE COMPANY'S INDEPENDENT AUDITOR FOR |
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| Michael Federmann | THE NEXT ANNUAL GENERAL MEETING OF SHAREHOLDERS. | THE FISCAL YEAR ENDING DECEMBER 31, 2024 AND UNTIL THE CLOSE OF | ||
| Tzipi Livni | PLEASE NOTE that by signing and submitting this proxy card, you declare that you have no Personal Interest in Proposals 2 and 3 at this Annual General Meeting of Shareholders, except for a Personal Interest of which you have notified the Company about in writing, as required under the Israeli Companies Law, 5759-1999. For further information, please see the accompanying proxy statement. |
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| Dov Ninveh | ||||
| Ehood (Udi) Nisan | Proxies previously given are hereby revoked. | |||
| The below-signed hereby acknowledge(s) receipt of the Notice of the Company's Annual General Meeting of Shareholders and the accompanying Proxy Statement. |
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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. |
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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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