Proxy Solicitation & Information Statement • Jul 17, 2025
Proxy Solicitation & Information Statement
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The undersigned hereby appoints Amiram Boehm, Doron Kerbel, and Gil Benyamini, or any of them, attorneys or attorney-in-fact, for and in the name(s) of the undersigned, with power of substitution and revocation in each to vote any and all ordinary shares, nominal value NIS 0.20 per share, of Gilat Satellite Networks Ltd. (the "Company"), which the undersigned would be entitled to vote as fully as the undersigned could if personally present, held of record in the name of the undersigned at the close of business on July 16, 2025, at the Annual General Meeting of Shareholders of the Company to be held on August 14, 2025 at 12:00 p.m. Israel time at the offices of the Company, 21 Yegia Kapayim Street, Kiryat Arye, Petah Tikva 4913020, Israel, and at any adjournment or adjournments thereof (the "Meeting"), hereby revoking any prior proxies to vote said shares, upon the following items of business more fully described in the notice of and proxy statement for such Annual General Meeting (receipt of which is hereby acknowledged).
(Continued and to be signed on the reverse side)
Please date, sign and mail your proxy card as soon as possible.
In accordance with the Israeli Companies Regulations (Reliefs for Companies with Securities Listed on Foreign Stock Exchanges), 5760-2000, a shareholder submitting a vote for each of Item No. 4, 5, 6 and 7 is deemed to confirm to the Company that such shareholder does not have a "Personal Interest" in such Item and is not a "Controlling Shareholder" (as such terms are defined under the Israeli Companies Law, 5759-1999), unless such shareholder had delivered the Company a notice in writing stating otherwise, no later than 10 a.m., Israel time, on August 14, 2025, to the attention of the Company's Corporate Secretary, at our registered office in Israel, 21 Yegia Kapayim St., Kiryat Arye, Petah Tikva 4913020, Israel.
Please detach along perforated line and mail in the envelope provided.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPROVAL OF THE PROPOSALS UNDER ITEMS 1, 2, 3, 4, 5, 6, 7 and 8.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE ☒
Items No. 4, 5, 6 and 7 require an indication of "Personal Interest" in the resolution and whether the undersigned is a "Controlling Shareholder" (as such terms are defined under the Israeli Companies Law, 5759-1999 (the "ICL")).
For information regarding the definitions of "Personal Interest" and "Controlling Shareholder", please see the explanation in the Notice of Annual General Meeting of Shareholders and in the Proxy Statement.
(1) To set the number of Directors on the Board of Directors at eight;
☐ FOR ☐ AGAINST ☐ ABSTAIN
(2) To re-elect four members of the Board of Directors and elect one new member of the Board of Directors to serve until our next annual general meeting of shareholders and until their successors have been duly elected and qualified
| FOR | AGAINST | ABSTAIN | ||
|---|---|---|---|---|
| a. | Amiram Boehm (re-elect) | ☐ | ☐ | ☐ |
| b. | Aylon (Lonny) Rafaeli (re-elect) | ☐ | ☐ | ☐ |
| c. | Dafna Sharir (re-elect) | ☐ | ☐ | ☐ |
| d. | Amir Ofek (re-elect) | ☐ | ☐ | ☐ |
| e. | Dana Porter Rubinshtein (elect) |
☐ | ☐ | ☐ |
(3) Subject to her election pursuant to Item 2, to approve a grant of options to Dana Porter Rubinshtein, as described in the Proxy Statement
☐ FOR ☐ AGAINST ☐ ABSTAIN
(4) To approve of the election of Hilla Haddad Chmelnik to serve as an external director for a three-year period commencing as of the date of approval
☐ FOR ☐ AGAINST ☐ ABSTAIN
(5) Subject to her election pursuant to Item 4, to approve a grant of options to Hilla Haddad Chmelnik, as described in the proxy statement
☐ FOR ☐ AGAINST ☐ ABSTAIN
(6) To amend the Company's Compensation Policy for Executive Officers and Directors, as described in the Proxy Statement
☐ FOR ☐ AGAINST ☐ ABSTAIN
(7) Subject to the amendment of the Company's Compensation Policy for Executive Officers and Directors pursuant to Item No. 6, to approve the grant of Performance Stock Units (PSU) to Mr. Adi Sfadia, the Company's Chief Executive Officer, as described in the Proxy Statement
☐ FOR ☐ AGAINST ☐ ABSTAIN
(8) To ratify and approve the reappointment and compensation of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, as our independent registered public accountants for the fiscal year ending December 31, 2025, and for such additional period until the next annual general meeting of shareholders.
☐ FOR ☐ AGAINST ☐ ABSTAIN
To change the address on your account, please check the box at the right and indicate your new address in the address space above. Please note that changes to account's registered name(s) 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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