Attachment: 20-F



Exhibit 4.1

Summary in English of the material provisions of the agreement in Hebrew between Gilat Satellite Networks Ltd. (Company or Borrower) and The First International Bank of Israel (the Bank) dated December 30, 2021 with respect to credit line provided by the Bank to the Company.

1.
Loans received, or that will be received from related parties of the company, and any Company's debts in respect of issued or transferred bonds for the benefit of a related party shall be subordinated and inferior to Company's debts and liabilities to the Bank.
2.
Borrower shall not make any re-payment of shareholders’ loans until full payment of all amounts due to the Bank with respect of the credit line provided.
3.
Borrower shall not make any distributions or dividend payments to its shareholders without the Bank’s prior written consent, not to be unreasonably withheld.
4.
In the event of a change of control or certain restructuring events, the credit line may become immediately due and payable.
5.
 
Borrower shall not provide a guaranty in favor of a third party without the Bank's prior approval (except with respect to Borrower’s subsidiaries). Borrower may not make any commitments to any third party that may restrict, in any way, the Bank’s right to create collaterals for securing current or future credit lines.
6.
Borrower shall not carry out a merger or other changes in structure without the Bank’s prior written consent (except for merging a fully owned Subsidiary).
The Company have registered in past years the following pledges in favor of the bank:
 
1.    A first ranking mortgage on part of the Company’s real estate in Petach Tikva;
 
2.    A fixed ranking charge on the Company's rights pursuant to lease agreements for lease of the Company’s real estate;
 
3.    A fixed and floating pledge on the company’s assets, unissued share capital, goodwill and rights stemming from insurance policies with the following exclusions:
 
a.          Borrower shall be entitled to enter into factoring arrangements in the ordinary course of business in an aggregate amount that does not exceed $10 million;
 
b.          Borrower shall be entitled to create pledges securing up to $5 million in debts owed to suppliers in connection with equipment purchased by Borrower;
 
c.          Options and securities of the borrower -
 
-          Borrower may, without obtaining the bank’s prior approval, issue securities convertible into the Borrower’s shares to employees, advisors and directors, with a limit of 18% of the Borrower’s issued and outstanding share capital on a fully diluted basis.
 
-          Borrower may, without obtaining the bank’s prior approval, issue securities convertible into the Borrower’s shares to investors, with a limit of 10% of the Borrower’s issued and outstanding share capital on a fully diluted basis.
 



Exhibit 4.16

Amendment No. 16
to
Gilat Satellite Networks Ltd. 2008 Share Incentive Plan
(the “Plan”)
Dated August 9, 2021
 
The terms of the Plan are hereby revised as follows:

In Section 6(a) of the Plan, the first sentence is hereby deleted and replaced with the following wording:

Subject to the provisions of Section 6(b), the maximum number of Ordinary Shares that may be issued under the Plan is 8,471,362   in a fungible pool of Ordinary Shares”.

All other terms shall remain unchanged.






Exhibit 4.17

Amendment No. 17
to
Gilat Satellite Networks Ltd. 2008 Share Incentive Plan
(the “Plan”)
Dated December 29, 2021
 
The terms of the Plan are hereby revised as follows:

In Section 6(a) of the Plan, the first sentence is hereby deleted and replaced with the following wording:

Subject to the provisions of Section 6(b), the maximum number of Ordinary Shares that may be issued under the Plan is 8,673,862 in a fungible pool of Ordinary Shares”.

All other terms shall remain unchanged.




Exhibit 4.18

Amendment No. 18
to
Gilat Satellite Networks Ltd. 2008 Share Incentive Plan
(the “Plan”)
Dated February 18, 2022
 
The terms of the Plan are hereby revised as follows:


In Section 6(a) of the Plan, the first sentence is hereby deleted and replaced with the following wording:

Subject to the provisions of Section 6(b), the maximum number of Ordinary Shares that may be issued under the Plan is 9,146,362 in a fungible pool of Ordinary Shares”.

All other terms shall remain unchanged.




Exhibit 8.1
 
SUBSIDIARIES OF GILAT SATELLITE NETWORKS LTD.
 
Gilat Satellite Networks Ltd. has the following significant wholly owned subsidiaries:
 
Gilat Satellite Networks (Holland) B.V.
Netherlands
Wavestream Corporation (Asia) Pte. Ltd.
Singapore
Gilat to Home Peru S.A
Peru
Gilat do Brazil Ltda.
Brazil
Gilat Satellite Networks (Mexico) S.A. de C.V.
Mexico
Wavestream Corporation
USA/Delaware
Gilat Networks Peru S.A.
Peru
Gilat Satellite Networks Australia Pty Ltd
Australia
Gilat Satellite Networks (Eurasia) Limited Liability Company
Russia
Gilat Satellite Networks MDC (Moldova)
Moldova
Raysat Bulgaria EOOD
Bulgaria
Gilat Satellite Communication Technology (Beijing) Ltd.
China
Gilat Satellite Networks (Philippines) Inc.
Philippines




Exhibit 12.1
 
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended
 
I, Adi Sfadia, certify that:
 
1.
I have reviewed this annual report on Form 20-F of Gilat Satellite Networks Ltd. (the “Company”);
 
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;
 
4.
The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:
 

(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)
Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)
Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting;
 
5.
The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent function):
 

(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and

(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

Date: May 16, 2022

/s/ Adi Sfadia*
Adi Sfadia, Chief Executive Officer

*The originally executed copy of this Certification will be maintained at the Company’s offices and will be made available for inspection upon request.




Exhibit 12.2
 
CERTIFICATION OF CHIEF FINANCIAL OFFICER
Pursuant to Rule 13a-14(a)
under the Securities Exchange Act of 1934, as amended
 
I, Gil Benyamini, certify that:
 
1.
I have reviewed this annual report on Form 20-F of Gilat Satellite Networks Ltd. (the “Company”);
 
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;
 
4.
The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:
 

(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)
Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)
Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting;
 
5.
The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent function):
 

(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and

(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

Date: May 16, 2022

/s/ Gil Benyamini *
Gil Benyamini, Chief Financial Officer
 
*The originally executed copy of this Certification will be maintained at the Company’s offices and will be made available for inspection upon request.
 



Exhibit 13.1
 
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 
In connection with the Annual Report of Gilat Satellite Networks Ltd. (the “Company”) on Form 20-F for the period ending December 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Adi Sfadia, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
 
(1)  The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
(2)  The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
 
/s/ Adi Sfadia*
Adi Sfadia Chief Executive Officer

May 16, 2022
 
*The originally executed copy of this Certification will be maintained at the Company’s offices and will be made available for inspection upon request.
 
This certification accompanies this Annual Report on Form 20-F pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Company specifically incorporates it by reference.
 



Exhibit 13.2
 
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 
In connection with the Annual Report of Gilat Satellite Networks Ltd. (the “Company”) on Form 20-F for the period ending December 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Gil Benyamini, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
 
(1)  The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
(2)  The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
 
/s/ Gil Benyamini *
 Gil Benyamini, Chief Financial Officer

May 16, 2022
 
*The originally executed copy of this Certification will be maintained at the Company’s offices and will be made available for inspection upon request.
 
This certification accompanies this Annual Report on Form 20-F pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Company specifically incorporates it by reference.




Exhibit 15.1
 
Consent of independent registered public accounting firm
 
We consent to the incorporation by reference in the Registration Statements on Form F-3 (Registration No. 333-232597) and on Form S-8 (Registration Nos. 333-180552, 333-187021, 333-204867, 333-210820, 333-217022, 333-221546, 333-223839, 333-231442, 333-236028, 333-253972 and 333-255740) of our reports dated May 16, 2022, with respect to the consolidated financial statements of Gilat Satellite Networks Ltd. and the effectiveness of internal control over financial reporting of Gilat Satellite Networks Ltd. included in this Annual Report (Form 20-F) for the year ended December 31, 2021.

 
/s/ Kost Forer Gabbay and Kasierer

Kost Forer Gabbay and Kasierer
A Member of Ernst & Young Global

Tel-Aviv, Israel
May 16, 2022
 


gilt-20211231.xsd
Attachment: XBRL SCHEMA FILE


gilt-20211231_cal.xml
Attachment: XBRL CALCULATION FILE


gilt-20211231_def.xml
Attachment: XBRL DEFINITION FILE


gilt-20211231_lab.xml
Attachment: XBRL LABEL FILE


gilt-20211231_pre.xml
Attachment: XBRL PRESENTATION FILE