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Gilat Satellite Networks Ltd.

Proxy Solicitation & Information Statement Apr 4, 2020

6810_rns_2020-04-03_ae4cf2bd-953c-4671-b2eb-ab9a46530aa7.htm

Proxy Solicitation & Information Statement

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convening of meeting false

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GILAT SATELLITE NETWORKS LTD
Corporation no: 520038936 12146
- - -
Israel Securities Authority Tel Aviv Stock Exchange C460 ( Public ) Reported via MAGNA: 03/04/2020
www.isa.gov.il www.tase.co.il Reference: 2020-02-031153 Time of broadcast: 23:45 23:44:15

Immediate Report of MeetingWhether to enable voting via the Voting System YesExplanation: Enabling voting via the Voting System is optional for dual-listing companies (including companies incorporated in Israel). Using the Voting System requires the company by law to process all votings made through it.

The corporation hereby gives notice of: convening of meeting

The reference number for the most recent notification of a meeting is _________ which was called for the date _________

Reason for Postponement or Cancellation: _________ _________

Explanation: Please refer to the reference number of the most recent notification of the convening or deferral of the meeting

1. On the date: 23/03/2020it was decided on convening of meeting extraordinary meeting _________ ,that will be held on the day Friday on the date : 08/05/2020 time: 12:00

at address: Gilat House, 21 Yegia Kapayim Street, Daniv Park, Kiryat Aryeh, Israel

For the Voting System's needs: The last date for voting in the voting system shall be up to _________ hours from the date of convening the meetingExplanation: If this field is empty the default is six hours.

2. Details of security in the Stock Exchange that entitles the holder thereof to participate in the meetingSecurity number 1082510Security name ���� ����� �"� 0.2 �"�Security type ShareExplanation: If a meeting concerning more than one security is required, a report on C460 will be made separately for every additional security. Reports that specify additional security numbers must be followed by an amending reportThe determining date for entitlement to participate and vote in the meeting: 08/04/2020

3. On the Agenda - Items/Decisions to be raised at the meeting11The item/decision and its particulars:The approval of (i) the Agreement and Plan of Merger dated as of January 29, 2020 (as it may be amended from time to time, the �Merger Agreement�) by and among the Company, Comtech Telecommunications Corp., a Delaware corporation (�Comtech�), and Convoy Ltd., a company organized under the laws of the State of Israel and a wholly- owned subsidiary of Comtech (�Merger Sub�); (ii) the merger of Merger Sub with and into the Company in accordance with Sections 314-327 of the Israeli Companies Law, 5759-1999 (the �ICL�), following which Merger Sub will cease to exist as a separate legal entity and the Company will become a wholly-owned subsidiary of Comtech (the �Merger�); (iii) the right to receive a combination of (A) $7.18 in cash, without interest, plus (B) 0.08425 of a validly issued, fully paid and nonassessable share of the common stock of Comtech, par value $0.10 per share (the �Comtech Common Stock�), with cash payable in lieu of fractional shares of Comtech Common Stock, subject to applicable withholding taxes, for each ordinary share, par value NIS 0.20 per share, of the Company held by the Company�s shareholders as of immediately prior to the effective time of the Merger; and (iv) all other transactions contemplated by the Merger Agreement and related to the Merger, as detailed in the Notice and Proxy Statement (collectively, the �Merger Proposal�).

Enable Editing the item/decision and its particulars

Does this require disclosure of any ties or other features of the voting security holder? YesBy marking the �YES� box, you confirm that you are not a shareholder listed in Section 320(c) of the ICL (i.e., you are neither Merger Sub nor do you own directly or indirectly through Comtech, 25% or more of the ordinary shares or other kind of means of control of Merger Sub).Note: Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes. For example, this field may be used to add a question pertaining to issues that require a declaration of personal interest and details of the interest if any.

In the event of a meeting of bondholdersResolution pertaining to other interests _________Details of the other interests_________Note: Details of the other interest determine which declaration is included in the online voting system. Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes.

Resolution to require holders to provide additional details _________List of additional details required of holders or the manner in which meetings are convened (in the event of a meeting convened under section 350 of the Companies Law 350):_________Note: This field determines which demand for additional details is included in the online voting system. Voters may add text in the field.

No longer on the agenda

Items brought for one of the following: Voting

Majority required not a simpe majority As set forth in the proxy statement

22The item/decision and its particulars:To approve the purchase of a seven-year �tail� endorsement to the Company�s current directors� and officers� liability insurance policy.

Enable Editing the item/decision and its particulars

Does this require disclosure of any ties or other features of the voting security holder? YesBy marking the �YES� box, you confirm that you are not a �controlling shareholder� and do not have a �personal interest� (each as defined in the ICL) in the approval of Proposal 2. If you cannot make such confirmation, please check the �NO� box.Note: Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes. For example, this field may be used to add a question pertaining to issues that require a declaration of personal interest and details of the interest if any.

In the event of a meeting of bondholdersResolution pertaining to other interests _________Details of the other interests_________Note: Details of the other interest determine which declaration is included in the online voting system. Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes.

Resolution to require holders to provide additional details _________List of additional details required of holders or the manner in which meetings are convened (in the event of a meeting convened under section 350 of the Companies Law 350):_________Note: This field determines which demand for additional details is included in the online voting system. Voters may add text in the field.

No longer on the agenda

Items brought for one of the following: Voting

Majority required not a simpe majority Special majority under the Israeli Companies Law 1999

33The item/decision and its particulars:To approve the payment of a transaction bonus to the Chief Executive Officer of the Company.

Enable Editing the item/decision and its particulars

Does this require disclosure of any ties or other features of the voting security holder? YesBy marking the �YES� box, you confirm that you are not a �controlling shareholder� and do not have a �personal interest� (each as defined in the ICL) in the approval of Proposal 3. If you cannot make such confirmation, please check the �NO� box.Note: Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes. For example, this field may be used to add a question pertaining to issues that require a declaration of personal interest and details of the interest if any.

In the event of a meeting of bondholdersResolution pertaining to other interests _________Details of the other interests_________Note: Details of the other interest determine which declaration is included in the online voting system. Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes.

Resolution to require holders to provide additional details _________List of additional details required of holders or the manner in which meetings are convened (in the event of a meeting convened under section 350 of the Companies Law 350):_________Note: This field determines which demand for additional details is included in the online voting system. Voters may add text in the field.

No longer on the agenda

Items brought for one of the following: Voting

Majority required not a simpe majority Special majority under the Israeli Companies Law 1999

44The item/decision and its particulars:To approve the payment of a transaction bonus to the Chief Financial Officer of the Company.

Enable Editing the item/decision and its particulars

Does this require disclosure of any ties or other features of the voting security holder? YesBy marking the �YES� box, you confirm that you are not a �controlling shareholder� and do not have a �personal interest� (each as defined in the ICL) in the approval of Proposal 4. If you cannot make such confirmation, please check the �NO� box.Note: Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes. For example, this field may be used to add a question pertaining to issues that require a declaration of personal interest and details of the interest if any.

In the event of a meeting of bondholdersResolution pertaining to other interests _________Details of the other interests_________Note: Details of the other interest determine which declaration is included in the online voting system. Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes.

Resolution to require holders to provide additional details _________List of additional details required of holders or the manner in which meetings are convened (in the event of a meeting convened under section 350 of the Companies Law 350):_________Note: This field determines which demand for additional details is included in the online voting system. Voters may add text in the field.

No longer on the agenda

Items brought for one of the following: Voting

Majority required not a simpe majority Special majority under the Israeli Companies Law 1999

55The item/decision and its particulars:To approve an amendment to the executive bonus payment schedule set forth in the Company�s Compensation Policy for Executive Officers and Directors.

Enable Editing the item/decision and its particulars

Does this require disclosure of any ties or other features of the voting security holder? YesBy marking the �YES� box, you confirm that you are not a �controlling shareholder� and do not have a �personal interest� (each as defined in the ICL) in the approval of Proposal 5. If you cannot make such confirmation, please check the �NO� box.Note: Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes. For example, this field may be used to add a question pertaining to issues that require a declaration of personal interest and details of the interest if any.

In the event of a meeting of bondholdersResolution pertaining to other interests _________Details of the other interests_________Note: Details of the other interest determine which declaration is included in the online voting system. Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes.

Resolution to require holders to provide additional details _________List of additional details required of holders or the manner in which meetings are convened (in the event of a meeting convened under section 350 of the Companies Law 350):_________Note: This field determines which demand for additional details is included in the online voting system. Voters may add text in the field.

No longer on the agenda

Items brought for one of the following: Voting

Majority required not a simpe majority Special majority under the Israeli Companies Law 1999

66The item/decision and its particulars:To reelect Elyezer Shkedy to serve as an External Director (within the meaning of the ICL) on the Company�s Board of Directors, for an additional three-year term or until his prior termination or resignation.

Enable Editing the item/decision and its particulars

Does this require disclosure of any ties or other features of the voting security holder? YesBy marking the �YES� box, you confirm that you are not a �controlling shareholder� and do not have a �personal interest� (each as defined in the ICL) in the approval of Proposal 6. If you cannot make such confirmation, please check the �NO� box.Note: Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes. For example, this field may be used to add a question pertaining to issues that require a declaration of personal interest and details of the interest if any.

In the event of a meeting of bondholdersResolution pertaining to other interests _________Details of the other interests_________Note: Details of the other interest determine which declaration is included in the online voting system. Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes.

Resolution to require holders to provide additional details _________List of additional details required of holders or the manner in which meetings are convened (in the event of a meeting convened under section 350 of the Companies Law 350):_________Note: This field determines which demand for additional details is included in the online voting system. Voters may add text in the field.

No longer on the agenda

Items brought for one of the following: Voting

Majority required not a simpe majority Special majority under the Israeli Companies Law 1999

Attachment of report of convening meeting: 6k_1_isa.pdf

4. AttachedYes wording of the voting letterNo position notificationproxycard_isa.pdf

No declaration of candidate to serve as director in corporation.No declaration of independent directorYes declaration of outside directordd_isa.pdf

5. The place and the times at which it is possible to examine any proposed decision the wording of which was not presented in full in the specification of the agenda aboveGilat House, 21 Yegia Kapayim Street, Daniv Park, Kiryat Aryeh, Israel

6. Link to the Voting System site: Voting System

Meeting Identifier: _________Note: 'Meeting Identifier' is the first report's reference number. In the first report this field is empty.

References of previous documents relating to this matter(the reference does not constitute incorporation by reference):
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Stock Exchange/Market: NASDAQ GSM Date of revision of form structure: 18/02/2020
Address: Yegia Kapayim 21 , Petah Tikvah 49130   , Tel: 03-9252003 , Fax: 03-9252945
E-mail address: [email protected]
Previous names of reporting entity:
Name of the Signatory: Raveh Bashan Efrat Position of Signatory in the reporting corporation: Legal Counsel Name of Employer Company:
Address: Yegia Kapayim 21 , Petah Tikva 4913020 Telephone: 03-9252562 Facsimile: 03-9252945 E-mail: [email protected] 1

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