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Nice Ltd. — Proxy Solicitation & Information Statement 2006
Nov 9, 2006
6950_rns_2006-11-09_1710ab21-c2f1-4407-9c16-1a79a847c007.pdf
Proxy Solicitation & Information Statement
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12149 Nice Systems ADR 11/8/06 12:01 PM Page 1 12149 Nice Systems Gormley / O'Brien Proof 2 Control Number 4147
- To elect six (6) directors (excluding “external directors”) to the board of directors of the Company; a. Ron Gutler b. Joseph Atsmon c. Rimon Ben-Shaoul d. Yoseph Dauber e. John Hughes f. David Kostman
- To discuss the Company's audited annual financial statements for the year ended December 31, 2005;
- To re-appoint the Company's independent auditors and to authorize the Company's board of directors to fix their remuneration;
- To approve an increase of the Company's authorized share capital from 75,000,000 to 125,000,000 Ordinary Shares;
- To approve the increase of the pool of Shares reserved under the Company's Employee Stock Purchase Plan;
- To approve a special annual fee to the Chairman of the board of directors; and
- To approve the grant of options to purchase Ordinary Shares of the Company to the non-executive directors.
▼ DETACH PROXY CARD HERE ▼
Mark, Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.
☑ Votes must be indicated (x) in Black or Blue ink.
| 1. | FOR | AGAINST | ABSTAIN | FOR | AGAINST | ABSTAIN | FOR | AGAINST | ABSTAIN |
|---|---|---|---|---|---|---|---|---|---|
| a. | ☐ | ☐ | ☐ | f. | ☐ | ☐ | ☐ | 6. | ☐ |
| b. | ☐ | ☐ | ☐ | 2. Non-votable Item | 7. | ☐ | ☐ | ||
| c. | ☐ | ☐ | ☐ | 3. | ☐ | ☐ | ☐ | ||
| d. | ☐ | ☐ | ☐ | 4. | ☐ | ☐ | ☐ | ||
| e. | ☐ | ☐ | ☐ | 5. | ☐ | ☐ | ☐ |
To change your address, please mark this box. ☐
SCAN LINE
The Voting Instruction must be signed by the person in whose name the relevant Receipt is registered on the books of the Depositary. In the case of a Corporation, the Voting Instruction must be executed by a duly authorized Officer or Attorney.
Date _________________________ Share Owner sign here _________________________ Co-Owner sign here _________________________
12149 Nice Systems ADR 11/8/06 12:01 PM Page 2 12149 Nice Systems Gormley / O'Brien Proof 2 Control Number 4147
NICE-Systems Ltd.
Instructions to The Bank of New York, as Depositary
(Must be received prior to the close of business on December 14, 2006)
The undersigned registered owner of American Depositary Shares hereby requests and instructs The Bank of New York, as Depositary, to endeavor, in so far as practicable, to vote or cause to be voted the amount of shares or other Deposited Securities represented by such Shares of NICE-Systems Ltd. registered in the name of the undersigned on the books of the Depositary as of the close of business on November 14, 2006 at the Annual General Meeting of the Shareholders of NICE-Systems Ltd. to be held at their executive offices on December 21, 2006 or any postponement or adjournment thereof in respect of the resolutions specified on the reverse.
NOTE:
Instructions as to voting on the specific resolutions should be indicated by an X in the appropriate box. If the depositary does not receive instructions from the owner of a Receipt before December 14, 2006, the Depositary shall vote such Deposited Securities FOR the approval of the proposed resolutions.
The Board of Directors recommends a vote FOR the approval of the proposed resolutions.
NICE SYSTEM P.O. BOX 11230 NEW YORK, N.Y. 10203-0230
To include any comments, please mark this box. ☐
Please complete and date this proxy on the reverse side and return it promptly in the accompanying envelope.