1. |
Re-election of each of (a) Mr. Nir Nimrodi, (b) Dr. Adrian Percy, (c) Mr. Leon Y. Recanati, (d) Mr. Dan Falk, (e) Ms. Sarit Firon and (f) election of Mr. Ofer Haviv,
the Company’s CEO and President, to serve as a director of the Company, until the Company’s next annual general meeting of shareholders and until his or her successor is duly elected and qualified.
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2. |
Approval of an amendment to the equity component of the compensation package of our non-executive directors and chairperson of the board (current and future).
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3. |
Approval of an amendment to our amended and restated articles of association, or the Articles, to increase the registered share capital of the Company by NIS
3,000,000 such that the total registered share capital of the Company will be NIS 6,000,000 divided into 30,000,000 ordinary shares of NIS 0.2 par value per share.
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4. |
Approval of the re-appointment of Kost Forer Gabbay & Kasierer, registered public accounting firm, a member firm of Ernst & Young Global, as the Company’s
independent registered public accounting firm for the year ending December 31, 2025 and until the Company’s next annual general meeting of shareholders, and the authorization of the Board or the audit committee thereof to fix such
accounting firm’s annual compensation.
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If you are a shareholder of record, you may vote by completing, dating and signing the enclosed form of proxy, which should be mailed, postage-free (if mailed in the
United States) in the enclosed envelope to our United States transfer agent, American Stock Transfer & Trust Company. Alternatively, you may send a completed, signed proxy card directly to our VP Legal Affairs & Company Secretary at
our Company’s registered offices, including via email, to the address or email address for such individual provided above. We reserve the right to require additional identifying information if you submit your proxy card directly to our
Company in that manner. If you mail in your proxy to our transfer agent in the enclosed envelope, it must be received by 11:59 p.m., Eastern time, on August 10,
2025, for your vote to be validly included in the tally of ordinary shares voted at the Meeting. If you send in your proxy card directly to our registered office, it must be received at least four (4) hours prior to the appointed time for
the Meeting, i.e., by 11:00 a.m., Israel time, on August 11, 2025.
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If your ordinary shares are held beneficially in “street name”, that is, in a bank or brokerage account or by a trustee or nominee, on the Nasdaq Stock Market, you should complete and submit the enclosed physical voting instruction form
or an online voting instruction form (at www.proxyvote.com) in order to direct your broker, trustee or nominee how to vote your shares. Your voting instructions must be received by 11:59 p.m., Eastern time, on August 10, 2025 to be validly implemented and reflected in the tally of ordinary shares voted
at the Meeting.
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If you are a beneficial owner who holds ordinary shares through a member of the Tel-Aviv Stock Exchange, or TASE, you may vote your shares in person at the Meeting by
presenting a certificate signed by the TASE Clearing House member through which the shares are held, which complies with the Israel Companies Regulations (Proof of Ownership for Voting in General Meetings)-2000 as proof of ownership of the
shares. You may instead send that certificate, along with a duly executed proxy (in the form to be filed by us on MAGNA, the distribution site of the Israeli Securities Authority, or ISA, at www.magna.isa.gov.il), to our VP Legal Affairs
& Company Secretary at our Company’s registered offices, including via email, to the address or email address for such individual provided above. Those items must be received by us no later than six (6) hours prior to the appointed time
of the Meeting for your votes to be counted. In the alternative, you may vote your shares through the electronic voting system set up by the ISA for shareholder meetings of Israeli companies whose shares are listed on the TASE, via the
MAGNA online platform. Voting your shares through that system requires that you first undergo a registration process. Your vote must be submitted in that manner no later than six (6) hours before the time fixed for the Meeting. You should
receive instructions about electronic voting from the TASE member through which you hold your shares.
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By order of the Board of Directors,
/s/ Yaron Eldad
Mr. Yaron Eldad
Chief Financial Officer
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