Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Sapiens International Proxy Solicitation & Information Statement 2025

Oct 29, 2025

7031_rns_2025-10-29_c44e7ce6-aac0-4752-a7e7-2a9ab8679970.pdf

Proxy Solicitation & Information Statement

Open in viewer

Opens in your device viewer

SAPIENS INTERNATIONAL CORPORATION N.V. C/O BROADRIDGE
P.O. BOX 1342
BRENTWOOD, NY 11717

VOTE AT THE MEETING
While we urge you to vote in advance, you are welcome to attend the Company's extraordinary
general meeting of shareholders in person at the company's principal executive offices located
at Azriel Center, 26 Harokmin Street, Holon, 5885800, Israel. The extraordinary general
meeting will begin promptly at 5:00 p.m. (srael local time) on November 19, 2025. Please
arrive in advance of the start of the meeting to allow time for identity verification.

VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above
Use the Internet to transmit your voting instructions and for electronic delivery of information
up until 11:59 p.m. Eastern Time on November 18, 2025. Have your proxy cardin hand when
you access the web site and follow the instructions to obtain your records and to create an
electronic voting instruction form.

VOTE BY PHONE - 1-800-690-6903
Use any fourth-time telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on November 18, 2025. Have your proxy card in hand when you call and then follow the instructions.

VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

following be approved
Agreement and Plan of
(the "Merger Agreeme
a SPECIAL RESOLUTION, that the land authorized in all respects: (a) the f Merger, dated as of August 12, 2025 it?), by and among Sapiens International For t Abstain NLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTIC
IT IS RESOLVED, as
following be approve
Agreement and Plan c
(the "Merger Agreeme
a SPECIAL RESOLUTION, that the
and authorized in all respects: (a) the
f Merger, dated as of August 12, 2025
tt"), by and among Sapiens International
0
following be approved
Agreement and Plan of
(the "Merger Agreeme
I and authorized in all respects: (a) the
f Merger, dated as of August 12, 2025
nt"), by and among Sapiens International
_ 0 0
(the "Merger Agreeme nt"), by and among Sapiens International _ U
Cayman Merger Sub Li
incorporated under the
owned subsidiary of Po
Merger Sub will be m
d., a Cayman Islands exempted company _ U U For Against Ab
as the surviving comp 'Company', SI Swan UK Bidoo Limited,
pany incorporated under the laws of
emrsey Holdco Limited, a private limited
under the laws of Guerneye, and SI Swan
duals of the Cayman Islands are weight company
laws of the Cayman Islands and a wholly
reneft ("Merger Sub"), pursuant to which
property with an into the Company (the
to exist, with the Company continuing
any Island Merger Agreement being in
the directors of the Company on August
as Annex A to the proxy statement and
and made available for inspection at the
peritor). (b) the pland of merger required
2. IT IS RESOLVED, as a SPECIAL RESOLUTION, that each of the directors and/or officers of the Company be authorized to do all things necessary to ge effect to the Merger Agreement, the Man of the Merger and the Adoption of Amended M&A. The Merger and the Adoption of Amended M&A.
to be registered with the e Registrar of Companies of the Cayman 3. IT IS RESOLVED, as an ORDINARY RESOLUTION, that at the Effective Time each of Don Whitt and Sarah Wise thaving consented to act be appointed as a director of the Company (as the surviving company) in the Mergeri in accordance with the memorandum and articles of association to be adopted at the Effective Time.
directors of the Company on Andrea
Annex B to the proxy statement at
made available for inspection at the
and (c) the consummation of the
the Merger Agreement and the
"Transactions"), including (i) the
Company into the Plan of Merger
restatement of the existing memorar
of the Company by the deletion int
in their place of the new memoran
th the Merger (the "Plan of Merger") such
ubstantially in the form approved by the
ny on August 12, 2025 and attached as
atement and which will be produced and
ction at the extraordinary general meeting)
into of the transactions contemplated by
and the Plan of Merger (collectively, the
into g) the Merger, (ii) the entry by the
of Merger, and (iii) the amendment and
org memorandum and articles of association
memorandum and articles of association
memorandum and articles of association
4. IFNECESSARY,ITIS RESOLVED as an ORDINARY RESOLUTION, that the extraordinary general meeting be adjourned in order to allow the Company to solicit, additional proxies in the event that there are insufficient proxies received at the time of the extraordinary general meeting to constitute a quorum or pass the special resolutions to be proposed at the extraordinary general meeting.
effective at the Effectiv
and herein the "Effectiv
2 to the Plan of Merge
any variation of the righ
Company arising from
memorandum and articles of association
e Time (as defined in the Plan of Merger
Time ") in the form attached as Annexure
(the "Adoption of Amended M&A") and
ts attaching to the Common Shares in the
the Adoption of Amended M&A.
NOTE: In their discretion, the proxies are authorized to vote upon
such other matters as may properly come before the meeting and any
adjournment or postponement thereof. If no direction is made, this
proxy will be a vote FOR proposals 1, 2, 3 and 4.

Important Notice Regarding the Availability of Proxy Materials for the Meeting:

The Notice and Proxy Statement is available at www.proxyvote.com.

V79717-[TBD]

SAPIENS INTERNATIONAL CORPORATION N.V. EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS NOVEMBER 19, 2025 AT 5:00 P.M. (ISRAEL LOCAL TIME)

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned shareholder(s) hereby appoint(s) Mr. Roni Giladi, Mr. Roni Al Dor and Ms. Keren Peer, or each of them, as proxies, each with the power to appoint his or her substitute, and hereby authorize(s) each of them to represent and to vote, as designated on the reverse side of this ballot, all of the Common Shares of SAPIENS INTERNATIONAL CORPORATION N.V. that the shareholder(s) is/are entitled to vote at the Extraordinary General Meeting of Shareholders to be held at 5:00 P.M. (Israel local time) on November 19, 2025, at Azrieli Center, 26 Harokmim Street, Holon, 5885800, Israel, and any adjournment or postponement thereof.

This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations for each of the proposals included herein. If any other matters properly come before the meeting, and any adjournment or postponement thereof, the persons named in the proxy will vote in their discretion on such matters.

Continued, and must be signed and dated on the other side