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G. Willi-Food International Ltd. — Proxy Solicitation & Information Statement 2024
Oct 9, 2024
7113_rns_2024-10-09_e054991e-28e2-4339-9be4-d14206f05fc6.pdf
Proxy Solicitation & Information Statement
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G. WILLI-FOOD INTERNATIONAL LTD.
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This Proxy is solicited on behalf of the Board of Directors
The undersigned hereby appoints Itsik Barabi and Naor Yosef and each of them, with full power of substitution and power to act alone, as proxies to vote all the ordinary shares which the undersigned would be entitled to vote if personally present and acting at the Annual General Meeting of Shareholders of G. Willi-Food International Ltd., to be held at 9:00 AM (Eastern Standard Time (4:00 p.m. Israel time)) on November 14, 2024 at the offices of the Company, 4 Nahal Harif Street, Northern Industrial Zone, Yavne 8122216 Israel, and at any adjournments or postponements 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.
(Continued and to be signed on the reverse side)
PROXY CARD FOR ANNUAL MEETING OF SHAREHOLDERS OF
G. WILLI-FOOD INTERNATIONAL LTD.
November 14, 2024
GO GREEN
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-access to enjoy online access.
Please sign, date and mail your proxy card in the envelope provided as soon as possible.
Please detach along perforated line and mail in the envelope provided. ------------------ ----------------
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| 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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| FOR AGAINST ABSTAIN 1. To approve the election of Ms. Ayelet Nir as an external director of the Company for a first term of three years commencing on the date of approval by the shareholders in the Meeting. YES NO |
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| 1a. Are you a controlling shareholder in the Company (as defined in the proxy statement) or do you have a personal interest (as defined in the proxy statement) in the approval of pro posal 1? (MUST BE COMPLETED FOR VOTE TO BE COUNTED). FOR AGAINST ABSTAIN |
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| 2. To approve the election of Mr. Idan Ben-Shitrit as an external director of the Company for a third term until August 1, 2027. YES NO 2a. Are you a controlling shareholder in the Company or do you have a personal interest in |
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| the approval of proposal 2? (MUST BE COMPLETED FOR VOTE TO BE COUNTED). FOR AGAINST ABSTAIN 3. A) To re-elect Mr. Zwi Williger as a director of the Company, to hold office subject to the |
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| Company's Articles of Association and the Companies Law. FOR AGAINST ABSTAIN B) To re-elect Mr. Joseph Williger as a director of the Company, to hold office subject to |
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| the Company's Articles of Association and the Israeli Companies Law. FOR AGAINST ABSTAIN 4. To approve the election of Mr. Shlomo Gold as an independent director of the Company, to hold office subject to the Company's Articles of Association and the Israeli Companies Law. |
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| FOR AGAINST ABSTAIN 5. To appoint BDO Ziv Haft as the Company's independent accounting firm for the year end ing December 31, 2023 and for the period until the next Annual General Meeting of the Company's shareholders. |
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| The undersigned hereby acknowledges receipt of a copy of the accompanying Notice of Annual Meeting of Shareholders and Proxy Statement, and hereby revokes any proxy or proxies heretofore given: |
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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. |