Caesarstone Ltd 6-K, filed Aug 8, 2024
Caesarstone Ltd. (CSTE)
6-K
2024-08-08
For: 2024-08-08
View Original
Added on
April 12, 2026
About this 6-K
Caesarstone Ltd filed this 6-K on August 8, 2024.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16 of the
Securities Exchange Act of 1934
For the month of August 2024
Commission File Number: 001-35464
Caesarstone Ltd.
(Translation of registrant’s name into English)
Kibbutz Sdot Yam
MP Menashe
Israel 3780400
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form
40-F.
Form 20-F ☒ Form 40-F ☐
EXPLANATORY NOTE
On August 6, 2024, the board of directors of Caesarstone Ltd. (the “Company”) resolved to hold its annual
general meeting of shareholders (the “Meeting”) on September 19, 2024, with a record date on August 7, 2024. The Registrant hereby furnishes the following documents:
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(i)
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Notice and Proxy Statement with respect to the Meeting to be held on September 19, 2024, describing the proposals to be
voted upon at the Meeting, the procedure for voting in person or by proxy at the Meeting and various other details related to the Meeting.
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(ii)
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Proxy Card whereby holders of ordinary shares of the Company may vote at the Meeting without attending in person.
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This Form 6-K is incorporated by reference into the Company’s Registration Statements on Form S-8 (File
Nos. 333-251642, 333-210444 and 333-180313).
EXHIBIT INDEX
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Exhibit
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Description
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
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CAESARSTONE LTD.
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Date: August 8, 2024
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By:
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/s/ Ron Mosberg
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Name: Ron Mosberg
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Title: General Counsel & Corporate Secretary
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Exhibit 99.1
CAESARSTONE LTD.
Kibbutz Sdot Yam, MP Menashe, 3780400, Israel
Tel: +972-4-636-4555
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
Notice is hereby given that an Annual General Meeting of Shareholders (the “Meeting”) of Caesarstone
Ltd. (the “Company”) will be held at 5:00 p.m., Israel time, on September 19, 2024, at the Company’s offices at Kibbutz Sdot-Yam, MP Menashe 3780400, Israel, for the following purpose:
(1) to re-elect Dr. Ariel Halperin,
Ronald Kaplan, Tom Pardo Izhaki, Giora Wegman, Ornit Raz, Maxim Ohana and to elect Yuval Beeri to serve as directors of the Company until the close of the next annual general meeting of the shareholders of the Company;
(2) to re-appoint Kost, Forer, Gabbay
& Kasierer (a member of Ernst & Young Global) as the Company’s independent auditors for the year ending December 31, 2024, and its service until the annual general meeting of shareholders to be held in 2025 and to authorize the Company’s
board of directors (or, the audit committee, if authorized by the board of directors subject to the ratification of the board of directors, upon recommendation of the audit committee of the Company, to determine the compensation of the independent
auditors in accordance with the volume and nature of their services and receive an update regarding the Company’s independent auditors’ remuneration for the past year;
(3) to extend the Management Services
Agreement with Tene Growth Capital 3 Funds Management Company Ltd.; and
(4) to renew the current
indemnification agreement between the Company and its current and future directors who are Controlling Shareholders (as defined below) or are affiliated with a Controlling Shareholder of the Company, to the full extent permitted by the law, in
accordance with the Company’s Compensation Policy.
In addition to considering and voting on the foregoing proposals (the “Proposals”),
members of the Company’s management will be available at the Meeting to discuss the audited financial statements of the Company for the fiscal year ended December 31, 2023.
The board of directors of the Company (the “Board”) unanimously recommends that you
vote “FOR” each of the above Proposals, which are described in the accompanying proxy statement.
We are currently not aware of any other matters that will come before this Meeting. If any other matters are presented
properly at the Meeting, the persons designated as proxies may vote upon such matters in accordance with the recommendation of the Board or, absent such recommendation, using their best judgment.
Any shareholder of the Company who intends to present a proposal at the Meeting must satisfy the requirements of the Israeli
Companies Law, 5759-1999 (the “Companies Law”) and the Company’s Articles of Association (the “Articles”). Under the Articles, only shareholders who hold at least 1% of
the Company’s outstanding voting rights are entitled to request that the Board include a proposal at a shareholders’ meeting, provided that such proposal is deemed appropriate by the Board for consideration by shareholders at such meeting. Such
request made by an eligible shareholder must be received by us no later than August 15, 2024. To the extent that there are any additional agenda items that the Board determines to add as a result of any such submission, the Company will publish an
updated agenda and proxy card with respect to the Meeting, no later than August 22, 2024.
The affirmative vote of the holders of a majority of the voting power represented at the Meeting, in person or by proxy,
is necessary for the approval of each proposal.
The approval of Proposals No. 3 and 4 are subject to the fulfillment of one of the following additional voting requirements:
(i) a majority of the shares that are voted at the Meeting in favor of the
relevant proposal, excluding abstentions, includes a majority of the votes of shareholders who are not Controlling Shareholders of the Company or do not have a Personal Interest in approving the proposal (each, an “Interested Shareholder”); or
(ii) the total number of shares held by the shareholders
mentioned in clause (i) above that are voted against the proposal does not exceed two percent (2%) of the aggregate voting rights in the Company.
A “Controlling Shareholder” is defined as any shareholder that has the ability to direct the
company’s activities (other than by means of being a director or office holder (as defined in the Companies Law) of the company), including a person who holds 25% or more of the voting rights in the general
meeting of the company if there is no other person who holds more than 50% of the voting rights in the company; for the purpose of a holding, two or more persons holding voting rights in the company each of which has a personal interest in the
approval of the transaction being brought for approval of the company will be considered to be joint holders. A person is presumed to be a controlling shareholder if it holds or controls, by himself or together with others, one half or more of any
one of the “means of control” of the company. “Means of control” is defined as any one of the following: (i) the right to vote at a general meeting of the company, or (ii) the right to appoint directors of the
company or its chief executive officer.
A “personal interest” of a shareholder in an action or transaction of a company includes (i) a
personal interest of any of the shareholder’s relative (i.e. spouse, brother or sister, parent, grandparent, child as well as child, brother, sister or parent of such shareholder’s spouse or the spouse of any of the above) or an interest of a company
with respect to which the shareholder or the shareholder’s relative (as detailed above) holds 5% or more of such company’s issued shares or voting rights, in which any such person has the right to appoint a director or the chief executive officer or
in which any such person serves as a director or the chief executive officer, including the personal interest of a person voting pursuant to a proxy whether or not the proxy grantor has a personal interest; and (ii) excludes an interest arising
solely from the ownership of ordinary shares of the company.
Under Israeli law, every voting shareholder is required to notify the Company whether such
shareholder is an Interested Shareholder. To avoid confusion, every shareholder voting by means of the enclosed proxy card or voting instruction form, or via telephone or internet voting, will be deemed to confirm that such shareholder is NOT an
Interested Shareholder. If you are an Interested Shareholder (in which case your vote will only count for or against the ordinary majority, and not for or against the special tally under Proposals No. 3 and 4), please notify the Company’s General
Counsel, Ron Mosberg, at AGM@caesarstone.com. If your shares are held in “street name” by your broker, bank or other nominee and you are an Interested Shareholder, you should notify your broker, bank or other nominee of that status, and they in
turn should notify the Company as described in the preceding sentence.
Other than Kibbutz Sdot-Yam and Tene (as defined in the accompanying proxy statement), we are not aware
of any Controlling Shareholders of the Company.
The presence (in person or by proxy) of any two or more shareholders holding, in the aggregate, at least 25% of the voting
rights in the Company constitutes a quorum for purposes of the Meeting. In the absence of the requisite quorum of shareholders at the Meeting, the Meeting will be adjourned to the same day in the next week, at the same time and place, unless
otherwise determined at the Meeting in accordance with the Articles. At such adjourned meeting the presence of at least two shareholders in person or by proxy (regardless of the voting power represented by their shares) will constitute a quorum.
Only shareholders of record at the close of business on August 7, 2024, are entitled to notice of, and to vote at, the Meeting, or at any adjournment or postponement thereof. As of August 7, 2024, the Company had 34,538,311 issued and outstanding ordinary shares (excluding 1,103,096 dormant ordinary shares held in treasury), each
of which is entitled to one vote upon the matters to be presented at the Meeting.
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A proxy statement describing the various matters to be voted upon at the Meeting along
with a proxy card enabling the shareholders to indicate their vote on each matter is being distributed to all shareholders entitled to vote at the Meeting, and also furnished to the U.S. Securities and Exchange Commission (the “SEC”) under cover of Form 6-K and will be available on the Company’s website www.caesarstone.com. Proxies must be submitted to Broadridge
Financial Solutions (“Broadridge”), no later than
11:59 p.m. EST on September 18, 2024, or to our offices no later than 1:00 p.m. (Israel time) on September 19, 2024. Proxies delivered to the Company or to Broadridge following such time will be presented to the chairperson of the Meeting and, at
his discretion, may be voted as specified in the instructions included in such proxies. If your ordinary shares in the Company are held in “street name” (meaning held through a bank,
broker or other nominee), you will be able to either direct the record holder of your shares on how to vote your shares or obtain a legal proxy from the record holder to enable you to participate in and to vote your shares at the Meeting (or to
appoint a proxy to do so).
In accordance with the Companies Law, any shareholder of the Company may submit to the Company a
position statement on its behalf, expressing its position on an agenda item for the Meeting to the Company’s offices, c/o Kibbutz Sdot-Yam, MP Menashe 3780400, Israel, Attention: Ron Mosberg, General Counsel and Corporate Secretary, or by facsimile
to +972-4-6109331, no later than September 9, 2024. Any position statement received will be furnished to the SEC on Form 6-K, and will be made available to the public on the SEC’s website at http://www.sec.gov.
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BY ORDER OF THE BOARD OF DIRECTORS
/s/ Ariel Halperin Dr. Ariel Halperin
Chairman of the Board of Directors |
Kibbutz Sdot-Yam, MP Menashe 3780400, Israel
August 8, 2024
August 8, 2024
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CAESARSTONE LTD.
Kibbutz Sdot-Yam, MP Menashe, 3780400,
Israel
Tel: +972-4-610-9217
PROXY STATEMENT
Annual General Meeting of Shareholders
To Be Held on September 19, 2024
General Information
This proxy statement (the “Proxy Statement”) and the
accompanying proxy card are being furnished to the holders of ordinary shares, par value NIS 0.04 per share, of Caesarstone Ltd., an Israeli company (the “Company”), in connection with the solicitation of
proxies by the board of directors of the Company (the “Board”), for use at the annual general meeting of shareholders of the Company (the “Meeting”) to be held on
September 19, 2024, beginning at 5:00 pm Israel time, at the offices of the Company at Kibbutz Sdot-Yam, MP Menashe 3780400, Israel.
You are entitled to receive notice of, and vote at, the Meeting if you are a shareholder of record at the close of business
on August 7, 2024 (the “Record Date”), in person or through a broker, trustee or other nominee that is one of our shareholders of record at such time, or which appear in the participant listing of a securities
depository on that date. You can vote your Shares by attending the Meeting or by following the instructions under “How You Can Vote” below. Our Board urges you to vote your ordinary shares so that they will be
counted at the Meeting or at any postponements or adjournments of the Meeting.
Agenda Items
The following matters are on the agenda for the Meeting:
(1) to re-elect Dr. Ariel Halperin,
Ronald Kaplan, Tom Pardo Izhaki, Giora Wegman, Ornit Raz, Maxim Ohana and to elect Yuval Beeri to serve as directors of the Company until the close of the next annual general meeting of the shareholders of the Company;
(2) to re-appoint of Kost, Forer,
Gabbay & Kasierer (a member of Ernst & Young Global) as the Company’s independent auditors for the year ending December 31, 2024, and its service until the annual general meeting of shareholders to be held in 2025 and to authorize the
Company’s board of directors (or, the audit committee, if authorized by the board of directors subject to the ratification of the board of directors, upon recommendation of the audit committee of the Company, to determine the compensation of the
independent auditors in accordance with the volume and nature of their services and receive an update regarding the Company’s independent auditors’ remuneration for the past year;
(3) to extend the Management Services
Agreement with Tene Growth Capital 3 Funds Management Company Ltd.; and
(4) to renew the indemnification
agreement between the Company and its current and future directors who are Controlling Shareholders or who are affiliated with a Controlling Shareholder (as defined below) of the Company, to the full extent permitted by the law, in accordance with
the Company's Compensation Policy.
In addition to considering and voting on the foregoing proposals (the “Proposals”),
members of the Company’s management will be available at the Meeting to discuss the audited financial statements of the Company for the fiscal year ended December 31, 2023.
We are currently not aware of any other matters that will come before this Meeting. If any other matters are presented
properly at the Meeting, the persons designated as proxies may vote upon such matters in accordance with the recommendation of the Board or, absent such recommendation, using their best judgment.
Board Recommendations
The Board unanimously recommends that you vote “FOR” each of the above Proposals.
Proxy
Nahum Trost, our Chief Financial Officer, and Ron Mosberg, our General Counsel, or either one of them,
may be appointed as proxies by the shareholders entitled to vote at the Meeting with respect to the matters to be voted on at the Meeting.
All ordinary shares represented by properly executed proxies delivered to the Company by
mail at its offices at Kibbutz Sdot-Yam, MP Menashe 3780400, Israel, Attention: Ron Mosberg, General Counsel and Corporate Secretary, or by email to AGM@caesarstone.com, or to
Broadridge Financial Solutions (“Broadridge”) will be voted as specified in the instructions indicated in such
proxies. Proxies must be submitted to Broadridge no later than 11:59 p.m. EST on September 18, 2023, or to our officers no later than 1:00 p.m. (Israel time) on September 19, 2023. Proxies delivered to the Company or to its transfer agent following
such times will be presented to the chairperson of the Meeting and, at his discretion, may be voted as specified in the instructions included in such proxies. If you are a shareholder of record as of the Record Date for the Meeting, subject to
applicable law and the rules of the Nasdaq Stock Market (“Nasdaq”), if no instructions are indicated in such
proxies with respect to any Proposal, the shares represented by properly executed and received proxies will be voted “FOR” Proposals No. 1 and 2. If you hold your shares in “street name” through a broker, bank or other nominee, you are considered,
with respect to those shares, a beneficial owner. Brokers that hold shares in “street name” for clients typically have authority to vote on “routine” proposals even when they have not received instructions from beneficial owners. The only item on
the Meeting agenda that may be considered routine is Proposal No. 2 relating to the re-appointment of our independent auditors firm for the fiscal year ending December 31, 2024; however, we cannot be certain whether this will be treated as a
routine matter since our proxy statement is prepared in compliance with the Israeli Companies Law 5759-1999, and regulations promulgated thereunder (the “Companies Law”) rather than the rules applicable to domestic U.S. reporting companies. Therefore, it is important for a shareholder that holds ordinary shares through a bank, broker or other nominee to instruct such
bank, broker or other nominee how to vote its shares, if the shareholder wants its shares to count for the proposals.
Revocation of Proxies
A shareholder may revoke a proxy in one of the following ways: (i) by written notice
of the revocation of the proxy delivered by mail to the Company at its offices at Kibbutz Sdot-Yam, MP Menashe
3780400, Israel, Attention: Ron Mosberg, General Counsel and Corporate Secretary, or by email to AGM@caesarstone.com , no later than 11:59 p.m. (Israel time) on September 18, 2024, or to Broadridge, no
later than 11:59 p.m. EST on September 18, 2024, canceling the proxy or appointing a different proxy, (ii) by written notice of the revocation of the proxy delivered at the Meeting to the chairman of the Meeting or (iii) by attending and voting in
person at the Meeting. Attendance at the Meeting will not, in and of itself, constitute revocation of a proxy.
Shareholders Entitled to Vote – Record Date
Shareholders of record who held ordinary shares as of the Record Date are entitled to notice of, and to vote at, the
Meeting. In addition, shareholders who, as of the Record Date, held ordinary shares through a bank, broker or other nominee which is a shareholder of record of the Company at the close of business on the Record Date, or which appears in the
participant list of a securities depository on that date, are considered to be beneficial owners of shares held in “street name.” These proxy materials are being forwarded to beneficial owners by the bank, broker or other nominee that is considered
the holder of record with respect to the Company’s ordinary shares. Beneficial owners have the right to direct how their shares should be voted and are also invited to attend the Meeting but may not actually vote their shares in person at the Meeting
unless they first obtain a signed proxy from the record holder (that is, their bank, broker or other nominee) giving them the right to vote the shares.
As of the Record Date, there were 35,641,407 issued ordinary shares and 34,538,311 (excluding 1,103,096 dormant Shares held in treasury)
entitled to vote at the Meeting.
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Quorum and Required Vote
Pursuant to the Articles, the quorum required for the Meeting consists of at least two shareholders
present, in person or by proxy, who hold or represent between them at least 25% of the Company’s voting power. If a quorum is not present within thirty (30) minutes from the time appointed for the Meeting, the Meeting shall stand adjourned to the
same day at the same time and place in the following week, in which case the Company shall not be obligated to give notice to the shareholders of the adjourned meeting or to a day, time and place as the Board may decide if so specified in the notice
of the meeting (the “Adjourned Meeting”). At such Adjourned Meeting any number of shareholders shall constitute a quorum for the business for which the original meeting was called.
Abstentions and “broker non-votes” are counted as present and entitled to vote for purposes of determining a quorum. A
“broker non-vote” occurs when a bank, broker or other holder of record holding shares for a beneficial owner attends the Meeting but does not vote on a particular proposal because that holder does not have
discretionary voting power for that particular item and has not received instructions from the beneficial owner, as described above. If you hold your shares in “street name” and do not provide your broker with specific instructions regarding how to
vote on any proposal, your broker will not be permitted to vote your shares on the proposal, resulting in a “broker non-vote.” Therefore, it is important for a shareholder that holds ordinary shares through a bank, broker or other nominee to instruct
its bank or broker how to vote its shares, if the shareholder wants its shares to count for the proposals.
The affirmative vote of the holders of a majority of the voting power represented at the Meeting in
person or by proxy and voting thereon is necessary for the approval of each proposal.
The approval of Proposals No. 3 and 4 or are affiliated with a Controlling Shareholder are subject to the fulfillment of one of the following
additional voting requirements:
(i) a majority of the shares that are voted at the Meeting in favor of
the relevant proposal, excluding abstentions, includes a majority of the votes of shareholders who are not Controlling Shareholders of the Company or do not have a Personal Interest in approving the proposal (each, an “Interested Shareholder”); or
(ii) the total number of shares held by the shareholders
mentioned in clause (i) above that are voted against the proposal does not exceed two percent (2%) of the aggregate voting rights in the Company.
A “Controlling Shareholder” is defined as any shareholder that has the ability to direct the
company’s activities (other than by means of being a director or office holder (as defined in the Companies Law) of the company), including a person who holds 25% or more of the voting rights in the general
meeting of the company if there is no other person who holds more than 50% of the voting rights in the company; for the purpose of a holding, two or more persons holding voting rights in the company each of which has a personal interest in the
approval of the transaction being brought for approval of the company will be considered to be joint holders. A person is presumed to be a controlling shareholder if it holds or controls, by himself or together with others, one half or more of any
one of the “means of control” of the company. “Means of control” is defined as any one of the following: (i) the right to vote at a general meeting of the company, or (ii) the right to appoint directors of the
company or its chief executive officer.
A “personal interest” of a shareholder in an action or transaction of a company includes (i) a
personal interest of any of the shareholder’s relative (i.e. spouse, brother or sister, parent, grandparent, child as well as child, brother, sister or parent of such shareholder’s spouse or the spouse of any of the above) or an interest of a company
with respect to which the shareholder or the shareholder’s relative (as detailed above) holds 5% or more of such company’s issued shares or voting rights, in which any such person has the right to appoint a director or the chief executive officer or
in which any such person serves as a director or the chief executive officer, including the personal interest of a person voting pursuant to a proxy whether or not the proxy grantor has a personal interest; and (ii) excludes an interest arising
solely from the ownership of ordinary shares of the company.
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Under Israeli law, every voting shareholder is required to notify the Company whether such shareholder is
an Interested Shareholder. To avoid confusion, every shareholder voting by means of the enclosed proxy card or voting instruction form, or via telephone or internet voting, will be deemed to confirm that such shareholder is NOT an Interested
Shareholder. If you are an Interested Shareholder (in which case your vote will only count for or against the ordinary majority, and not for or against the special tally under Proposals No. 3 and 4), please notify the Company’s General Counsel, Ron
Mosberg, at AGM@caesarstone.com. If your shares are held in “street name” by your broker, bank or other nominee and you are an Interested Shareholder, you should notify your broker, bank or other nominee of that status, and they in turn should notify
the Company as described in the preceding sentence.
Other than Kibbutz Sdot-Yam and Tene (as defined below), we are not aware of any Controlling Shareholders
of the Company.
For more information on the arrangements between Kibbutz Sdot-Yam and Tene, please see under “Beneficial Ownership of
Securities by Certain Beneficial Owners and Management” below.
Except for the purpose of determining a quorum, broker non-votes will not be counted as present and
are not entitled to vote. Abstentions will not be treated as either a vote “FOR” or “AGAINST” a matter.
On each matter submitted to the shareholders
for consideration at the Meeting, only ordinary shares that are voted on such matter will be counted toward determining whether shareholders approved the matter. Ordinary shares present at the Meeting that are not voted on a particular matter
(including broker non-votes) will not be counted in determining whether such matter is approved by shareholders.
Each ordinary share is entitled to one vote on each proposal or item that comes before the Meeting. If two or
more persons are registered as joint owners of any ordinary share, the right to vote at the Meeting and/or the right to be counted as part of the quorum for the Meeting shall be conferred exclusively upon the more senior among the joint owners
attending the Meeting in person or by proxy. For this purpose, seniority shall be determined by the order in which the names appear in the Company’s share register.
How You Can Vote
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Shareholders of Record. If you
are a shareholder of record (that is, you hold a share certificate that is registered in your name or you are listed as a shareholder in the Company’s share register), you can submit your vote by completing, signing and submitting a proxy
card, which has or will be sent to you and which will be accessible at the ‘Investor Relations’ portion of the Company’s website, as described below under “Availability of Proxy Materials”.
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Please follow the instructions on the proxy card. If you provide specific instructions (by marking a box) with
regard to the proposals, your shares will be voted as you instruct. If you sign and return your proxy card without giving specific instructions with respect to Proposals No. 1 and No. 2, your shares will be voted in accordance with the
recommendations of the Board. Furthermore, the persons named as proxies in the enclosed proxy card will vote in accordance with the recommendations of the Board on any other matters that may properly come before the Meeting.
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Ballots will be passed out at the Meeting to anyone who wants to vote at the Meeting. If you choose to do so,
please bring the enclosed proxy card or proof of identification. If you are a shareholder of record and your shares are held directly in your name, you may vote in person at the Meeting.
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Shareholders Holding in “Street Name”. If you hold ordinary shares in “street name” through a bank, broker or other nominee, the voting process will be based on your directing the bank, broker or other nominee to vote the ordinary shares in accordance with
the voting instructions on your voting instruction card. Please follow the instructions on the voting instruction card received from your bank, broker or nominee. You may also be able to submit voting instructions to a bank, broker or
nominee by phone or via the Internet if your voting instruction card describes such voting methods. Please be certain to have your control number from your voting instruction card ready for use in providing your voting instructions. It is
important for a shareholder that holds ordinary shares through a bank or broker to instruct its bank or broker how to vote its shares if the shareholder wants its shares to count for the proposal.
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You may also vote in person at the Meeting. However, because a beneficial owner is not a shareholder of record,
you must first obtain a “legal proxy” from the bank, broker or nominee that holds your shares, giving you the right to vote the shares at the Meeting.
Even if you plan to attend the Meeting, the Company recommends that you vote your shares in
advance so that your vote will be counted if you later decide not to attend the Meeting.
Voting Results
The final voting results will be tallied by the Company based on the information provided by Broadridge or otherwise, and the overall
results of the Meeting will be published following the Meeting in a report of foreign private issuer on Form 6-K that will be furnished to the SEC.
Proxy Solicitation
The Company will bear the costs of solicitation of proxies for the Meeting. In addition to solicitation by mail,
directors, officers and employees of the Company may solicit proxies from shareholders by telephone, personal interview or otherwise. Such directors, officers and employees will not receive additional compensation, but may be reimbursed for
reasonable out-of-pocket expenses in connection with such solicitation. Brokers, nominees, fiduciaries and other custodians have been requested to forward soliciting material to the beneficial owners of ordinary shares held of record by them, and
such custodians will be reimbursed by the Company for their reasonable out-of-pocket expenses. The Company may also retain an independent contractor to assist in the solicitation of proxies. If retained for such services, the costs will be paid by
the Company.
Availability of Proxy Materials
Copies of the proxy card, the Notice of the Annual General Meeting of Shareholders and this Proxy Statement are available at the ‘Investor
Relations’ section of our Company’s website, www.caesarstone.com. The contents of that website are not a part of this Proxy Statement.
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
For information regarding compensation granted to our five most highly compensated office holders
during or with respect to the year ended December 31, 2023, please see Item 6 B. of our annual report on Form 20-F for the year ended December 31, 2023, which was filed with the SEC on March 6, 2024, and is accessible through the Company’s website at
www.caesarstone.com or through the SEC’s website at www.sec.gov.
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BENEFICIAL OWNERSHIP OF SECURITIES BY CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial ownership of our
outstanding ordinary shares as of the date indicated below, by each person who we know beneficially owns five percent or more of our outstanding ordinary shares.
Beneficial ownership of ordinary shares is determined in accordance with the rules of the SEC and includes any ordinary shares over which a
person has or shares voting or investment power (including the power to dispose). For purposes of the table below, we deem shares subject to options or warrants that are currently exercisable or exercisable within 60 days of August 7, 2024, to be
outstanding and to be beneficially owned by the person holding the options for the purposes of computing the percentage ownership of that person, but we do not treat them as outstanding for the purpose of computing the percentage ownership of any
other person. The table assumes 34,538,311 ordinary shares (excluding 1,103,096 dormant ordinary shares held in treasury) outstanding as of August 7, 2024.
All of our shareholders, including the shareholders listed below, have the same voting rights attached
to their ordinary shares.
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Name of Beneficial Owner
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Number of
Shares Beneficially Owned |
Percentage of
Shares Beneficially Held |
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Mifalei Sdot-Yam Agricultural Cooperative Society Ltd. (1)(3)
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14,029,494
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40.6
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%
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Tene Investment in Projects 2016, L.P.(2)(3)
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14,029,494
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40.6
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%
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The Phoenix Holdings Ltd. (4)
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3,928,671
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11.4
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%
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Global Alpha Capital Management Ltd.(5)
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2,981,057
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8.6
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%
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Executive Officers
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Yosef (Yos) Shiran
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*
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*
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Nahum Trost
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*
|
*
|
||||||
|
David Cullen
|
*
|
*
|
||||||
|
Ken Williams
|
*
|
*
|
||||||
|
Idit Maayan Zohar
|
*
|
*
|
||||||
|
Edward Smith
|
*
|
*
|
||||||
|
Lilach Gilboa
|
*
|
*
|
||||||
|
Amihai Seider
|
*
|
*
|
||||||
|
Erez Margalit
|
*
|
*
|
||||||
|
Amir Cahana
|
*
|
*
|
||||||
|
Ron Mosberg
|
*
|
*
|
||||||
|
Chen Livne
|
*
|
*
|
||||||
|
José Luis Ramón
|
*
|
*
|
||||||
|
Erik Christensen
|
*
|
*
|
||||||
|
Gilad Frenkel
|
*
|
*
|
||||||
|
Directors
|
||||||||
|
Dr. Ariel Halperin
|
14,089,994
|
(2)
|
40.8
|
%(2)
|
||||
|
Nurit Benjamini
|
*
|
*
|
||||||
|
Lily Ayalon
|
*
|
*
|
||||||
|
David Reis
|
*
|
*
|
||||||
|
Maxim Ohana
|
*
|
*
|
||||||
|
Ronald Kaplan
|
*
|
*
|
||||||
|
Ornit Raz
|
*
|
*
|
||||||
|
Giora Wegman
|
*
|
*
|
||||||
|
Tom Pardo Izhaki
|
*
|
*
|
||||||
|
All current directors and executive officers as a group (24 persons)(6)(7)
|
|
|||||||
* Less than 1 percent.
6
(1) Based on a Schedule 13D/A filed on September 19, 2023 by Mifalei Sdot-Yam Agricultural Cooperative Society Ltd.
(“Mifalei Sdot-Yam”). Mifalei Sdot-Yam is controlled by Sdot-Yam Business, Holding and Management – Agricultural Cooperative Society Ltd., which
is in turn controlled by Kibbutz Sdot-Yam. Mifalei Sdot-Yam holds shared voting power, over 14,029,494 ordinary shares and sole dispositive power over 10,440,000 ordinary shares. No individual member of Mifalei Sdot-Yam has dispositive power or
casting vote over the ordinary shares. The Economic Council elected by the members of Kibbutz Sdot-Yam manages the economic activities and strategy of Kibbutz Sdot-Yam. The Economic Council takes its decisions by majority vote and currently has
eleven members, including Giora Wegman and Tom Pardo, which are directors on our board. The address of Kibbutz Sdot-Yam is MP Menashe 3780400,
Israel. Our board of directors operates independently from the Economic Council.
Kibbutz Sdot-Yam is a communal society, referred to in Hebrew as a “kibbutz” (plural “kibbutzim”) with approximately 460 members and an additional 350 residents located in Israel on the Mediterranean coast between Tel Aviv and Haifa. Established in 1940, Kibbutz Sdot-Yam is a largely self-governed
community of members who share certain social ideals and professional interests on a communal basis. Initially, the social idea behind the formation of the kibbutzim in Israel was to create a communal society in which all members share equally in all
the society’s resources and which provides for the needs of the community. Over the years, the structure of the kibbutzim has evolved, and today there are a number of different economic and social arrangements adopted by various kibbutzim.
Today, each member of Kibbutz Sdot-Yam continues to own an equal part of the assets of the Kibbutz. The
members of Kibbutz Sdot-Yam are engaged in a number of economic activities, including agriculture, industrial operations and outdoor venue operations. A number of Kibbutz members are engaged in professions outside the Kibbutz. The Kibbutz is the
owner and operator of several private companies. The Kibbutz community holds in common all land, buildings and production assets of these companies.
Some of the members of Kibbutz Sdot-Yam work in one of the production activities of Kibbutz Sdot-Yam,
according to the requirements of Kibbutz Sdot-Yam and the career objectives of the individual concerned. Other members work outside of Kibbutz Sdot-Yam in businesses owned by other entities. Each member receives income based on the position the
member holds and his or her economic contribution to the community, as well as on the size and composition of his or her family. Each member’s income depends on the income of Kibbutz Sdot-Yam from its economic activities. Each member has a personal
pension fund that is funded by Kibbutz Sdot-Yam, and all accommodation, educational, health and old age care services, as well as social and municipal services, are provided either by or through Kibbutz Sdot-Yam and are subsidized by Kibbutz
Sdot-Yam.
The elected Economic Council is the key economic decision-making body of Kibbutz Sdot-Yam. Kibbutz
Sdot-Yam also has a General Secretary (chairman) and other senior officers, all of whom are elected by the members of Kibbutz Sdot-Yam at its General Meeting for terms of seven years. A meeting of the members of the Kibbutz may remove a member of the
Economic Council by simple majority vote.
7
As of the date of this Proxy Statement, 18 of Caesarstone’s employees (less than 1% of its total
workforce), are also members of Kibbutz Sdot-Yam.
(2) Based on a Schedule 13D/A filed on September 19, 2023 and on information provided to the Company by
the beneficial owner, Tene Investment in Projects 2016, L.P. (“Tene”) has shared voting power over 14,029,494 ordinary shares and shared dispositive 3,589,494 ordinary shares, which it directly owns. Pursuant
to the Shareholders’ Agreement as amended by the September Amendment (as defined below), Tene also shares voting power over 10,440,000 Ordinary Shares beneficially owned by Mifalei Sdot-Yam. Dr. Ariel Halperin is the sole director of Tene Growth
Capital III (G.P.) Company Ltd. (“Tene III”), which is the general partner of Tene Growth Capital 3 (Fund 3 G.P.) Projects, L.P (“Tene III Projects”), which is the
general partner of Tene. Dr. Halperin is also a member of our board of directors. Each of Dr. Halperin, Tene III and Tene III Projects may thus be deemed to share voting power over the 14,029,494 ordinary shares and dispositive power over the
3,589,494 ordinary shares, in each case, beneficially owned by Tene
(3) On October 13, 2016, based on approval from the Israeli Antitrust Commission, Mifalei Sdot-Yam
and Tene entered into the shareholders’ agreement (“Shareholders’ Agreement”), memorialized in a term sheet (the “Term Sheet”) signed by Mifalei Sdot-Yam and Tene on
September 5, 2016, and further amended on February 20, 2018 and September 18, 2023. The amendment executed on September 18, 2023 (the “September Amendment”) replaced the Shareholders Agreement in its entirety.
Pursuant to the September Amendment:
| • |
The parties agreed to vote at general meetings of our shareholders in the same manner, following discussions intended to reach an agreement on any matters proposed to be voted
upon, with Mifalei Sdot-Yam determining the manner in which both parties will vote if no agreement is reached, except with respect to certain carved-out matters, with respect to which Tene, for so long as it holds more than 3% of the issued
and outstanding share capital of the Company, will determine the manner in which both parties will vote if no agreement is reached. In addition, each of Mifalei Sdot-Yam and Tene shall be entitled to vote separately in any manner with respect
to the appointment, replacement or terms of compensation of the Company’s Chief Executive Officer.
|
| • |
In the event Tene holds less than 3% of the issued and outstanding share capital of the Company, then the director nominated by Tene will be replaced by an alternate director
(in accordance with applicable law and the articles of association) nominated by Mifalei Sdot-Yam from a list of nominees that was agreed by the parties at the time the Amendment was signed for a period ending on the earlier of (i) 60 days
(after which time the director may resign) and (ii) the date of a general meeting for the election of directors, and thereafter Tene will vote all its shares for the election of four directors nominated by Mifalei Sdot-Yam.
|
| • |
The parties agree that Dr. Ariel Halperin will serve as the chairperson of the Board until June 30, 2024, and thereafter act to appoint Mr. David Reis as the new chairperson of
the board of directors.
|
| • |
Tene granted Mifalei Sdot-Yam a right of first refusal and Mifalei Sdot-Yam granted Tene certain tag-along rights with respect to their disposition of ordinary shares. If Tene
sells more than 3% of the issued and outstanding share capital of the Company without providing Mifalei Sdot-Yam its right of first offer then certain rights contemplated under the September Amendment will terminate, including Tene’s
tag-along right.
|
| • |
The call option granted by Mifalei Sdot-Yam pursuant to the Term Sheet was not extended and expired on September 9, 2023. The call option contemplated an option to exercise
2,000,000 ordinary shares of the Company.
|
8
(4) Based on Schedule 13G/A filed with the SEC on February 26, 2024, by The Phoenix Holdings Ltd., as
of December 31, 2023, The Phoenix Holdings Ltd. held shared voting and dispositive power over 3,928,671 ordinary shares. These ordinary shares are beneficially owned by various direct or indirect, majority or wholly owned subsidiaries of The Phoenix
Holding Ltd. (the “Subsidiaries”). The Subsidiaries manage their own funds and/or the funds of others, including for holders of exchange-traded notes or various insurance policies, members of pension or provident funds, unit holders of mutual funds,
and portfolio management clients. Each of the Subsidiaries operates under independent management and makes its own independent voting and investment decisions. The address of The Phoenix Holding Ltd. is Derech Hashalom 53, Givataim, 53454, Israel.
(5) Based on Schedule 13G/A filed with the SEC on February 8, 2024 by Global Alpha Capital Management
Ltd., as of December 31, 2023, Global Alpha Capital Management Ltd held sole voting power over 2,154,231 ordinary shares, and sole dispositive power over 2,981,057 ordinary shares. The address of the Global Alpha Capital Management Ltd. is 1800
McGill College, Suite 1300, Montreal, Quebec, H3A 3J6, Canada.
(6) Consists of (i) 60,500 options to acquire our ordinary shares held directly by Dr. Halperin and (ii) 14,029,494
ordinary shares beneficially owned by Tene Investment in Projects 2016, L.P. As further described in footnote (2), each of Dr. Halperin, Tene III, and Tene III Projects may be deemed to share voting power over the 14,029,494 ordinary shares and
dispositive power over the 5,589,494 ordinary shares, in each case, beneficially owned by Tene.
(7) Our directors and executive officers hold, in the aggregate, (i) 229,313 options immediately exercisable or exercisable within 60 days from
August 7, 2024 with a weighted average exercise price of $10.4 per share and have expiration dates generally seven years after the grant date, and (ii) 5,753 RSUs that vest within 60 days from August 7, 2024.
9
CORPORATE GOVERNANCE
Under our Articles, the number of directors on the Company’s Board is fixed at not less than seven and not more than 11
members The minimum and maximum number of directors may be changed, at any time and from time to time, with the approval of at least 65% of the total voting power of our shareholders.
Currently, there are nine directors serving on the Board, which includes Dr. Ariel Halperin (chairman), Nurit Benjamini, Lily
Ayalon, David Reis, Maxim Ohana, Ronald Kaplan, Ornit Raz, Giora Wegman and Tom Pardo Izhaki. One change to the composition of the Board is proposed in Proposal No. 1, in light of the decision by Mr. Reis not to stand for re-election. For additional
information regarding the nominee to replace the foregoing outgoing director, please see Proposal No. 1 herein. If Proposal No. 1 is approved at the Meeting, following the Meeting there will be nine directors serving on the Board.
Our nominating committee of the Board (the “Nominating Committee”) is currently
composed of Ms. Nurit Benjamini, Ms. Lily Ayalon, Ms. Ornit Raz and Mr. Ronald Kaplan, each of whom has been determined by the Board to be independent under the corporate governance standards of Nasdaq.
At the Meeting, the shareholders will be asked to re-elect six incumbent directors and to elect one new director, all of whom were recommended by our Nominating Committee and our Board.
Under the corporate governance standards of Nasdaq, a majority of our directors must meet the
independence requirements specified in those rules. Following the Meeting, assuming the election of all nominees, our Board will consist of nine members, five of whom will be independent under the Nasdaq rules. Specifically, our Board has determined
that Messrs. Ronald Kaplan, Ornit Raz, Yuval Beeri, Nurit Benjamini and Lily Ayalon meet the independence standards under the Nasdaq rules. In reaching this conclusion, the Board determined that none of these directors has a relationship that would
preclude a finding of independence and any relationship that these directors have with us do not impair their independence.
Our audit committee of the Board (the “Audit Committee”) and the Board further
determined that Ms. Ornit Raz also meets the independence requirements of the Companies Law and will serve as an independent director under the Companies Law.
Each of the director nominees has certified to us that he or she complies with all requirements under
the Companies Law for serving as a director (and, in the case of Ms. Ornit Raz, for serving as an independent director under the Companies Law).
Under the Companies Law, the board of directors of a public company is required to determine the minimum number of directors
with “accounting and financial expertise” who will serve on the board. The Board determined that at least one director must have “accounting and financial expertise”, as such term is defined by regulations promulgated under the Companies Law. The
Board determined that each of Ms. Nurit Benjamini and Ms. Lily Ayalon has “Accounting and Financial Expertise”. Our Board has further determined that each of Ms. Nurit Benjamini and Ms. Lily Ayalon qualifies as an “Audit Committee Financial Expert,”
as defined by the rules of the SEC and has the requisite financial experience required by the Nasdaq rules. Each member of the Audit Committee meets the additional independence requirements of Rule 10A-3 of the U.S. Securities Exchange Act of 1934,
as amended (the “Exchange Act”).
The Audit Committee met five times since last year’s annual general meeting (excluding written resolutions). The compensation
committee of the Board (the “Compensation Committee”) met six times since last year’s annual general meeting. The Nominating Committee met one time since last year’s annual general meeting. Our Board has met
six times since last year’s annual general meeting (excluding written resolutions). Each of our directors nominated for re-election has attended 100% of the meetings of the Board and its committees on which they served since last year’s annual
general meeting.
10
As approved at our 2014 and 2015 annual general meetings of shareholders and effective as of such
dates, each of our directors (including external directors, but excluding Dr. Ariel Halperin and Mr. Ronald Kaplan) is entitled to an annual fee of NIS 120,000, subject to the limitation discussed below (the “Annual
Fee”), and a fee of NIS 3,350 per meeting, for participating in meetings of the Board and committees of the Board (the “Participation Compensation”). The Annual Fee may not exceed the maximum annual
fee of an expert external director set forth in the Companies Regulations (Rules regarding Compensation and Expenses of External Directors), 5760 – 2000 as adjusted by the Companies Regulations (Reliefs for Public Companies with Shares Listed for
Trading on a Stock Market Outside of Israel), 5760 – 2000 (together, the “Israeli Companies Regulations”). The Participation Compensation for resolutions that will be adopted without an actual convening
(unanimous written resolutions) and for participation through media communication will be reduced as follows: (1) for resolutions that will be adopted without an actual convening, the Participation Compensation will be reduced to 50%; and (2) for
participation through media communication, the Participation Compensation will be reduced to 60%.
In addition, Mr. Ronald Kaplan is entitled to an annual fee of US$75,000 and an additional per meeting fee of US$2,500
for participation in meetings of the Board and committees of the Board. Participating fees for meetings held through media communication will be reduced by 50% and for meetings by written consent will be reduced to 25%.
As previously approved by our shareholders' general meeting, Tene Growth Capital 3 Funds Management Company
Ltd. (“Tene Management”) provides the Company with certain management services, including the role of Dr. Ariel Halperin as executive chairman of the
Board, for an annual fee of NIS 630,000, payable in equal quarterly installments ("Management Agreement"). This Management Agreement is up for extention at the Meeting under Proposal No. 3.
The Participation Compensation and the Annual Fee described above are inclusive of all expenses incurred by a director in
connection with his or her participation in a meeting held at the Company’s offices in Israel or at the director’s residence area or with regard to resolutions resolved by written consent or meeting via a teleconference; provided, however, that with
respect to independent directors residing outside of Israel (other than the Chairman of our Board and external directors), their travel and lodging expenses related to their participation in and physical attendance at any Board or Board committee
meeting will be borne by the Company. In addition, directors will be entitled to reimbursement for traveling expenses when traveling abroad on behalf of the Company and other expenses incurred in the performance of their duties and other services to
the Company.
Further, at our 2017 annual general meeting of shareholders, we approved the grant of 3,750 options to purchase our
ordinary shares to each of our directors (other than Chairman of our Board) and the grant of 33,000 options to purchase our ordinary shares to Dr. Halperin, our chairman of the Board, each with an exercise price of $28.65, the closing price of our
ordinary shares on Nasdaq as of shareholders’ approval date. These options have been granted in accordance with, and subject to, all terms and conditions of the applicable Company incentive plan and the Company's customary option agreement,
including, among other things, provisions for adjustment of the exercise price due to dividend distribution, and provisions for the acceleration of the vesting of the options in the event we undergo a change of control. As of this date the options
are fully vested.
Further, at our 2020 annual general meeting of shareholders, we approved the grant of 3,750 options to purchase our
ordinary shares to each of our directors, and the grant of 33,000 options to purchase our ordinary shares to Dr. Halperin, our chairman of the Board, each with an exercise price of $11.51, the closing price of our ordinary shares on Nasdaq as of
shareholders’ approval date. These options have been granted in accordance with, and subject to, all terms and conditions of the applicable Company incentive plan and the Company's customary option agreement, including, among other things, provisions
for adjustment of the exercise price due to dividend distribution, and provisions for the acceleration of the vesting of the options the event we undergo a change of control. All of these options are vested, in the same manner as described in the
previous paragraph.
Further, at our 2023 annual general meeting of shareholders, we approved the grant of 3,750 options to purchase our ordinary
shares to each of our directors, each with an exercise price of $4.02, the closing price of our ordinary shares on Nasdaq as of the date of grant. These options have been granted in accordance with, and subject to, all terms and conditions of the
applicable Company incentive plan and the Company's customary option agreement, including, among other things, provisions for adjustment of the exercise price due to dividend distribution, and provisions for the acceleration of the vesting of the
options the event we undergo a change of control. These options will vest in three equal annual installments, subject to the continuous service on the Board on the relevant vesting date. The term of these options will be seven years, unless they
expire earlier in accordance with the terms of grant.
11
The Company purchases directors’ and officers’ liability insurance for its directors and executive officers, as approved by our shareholders and
consistent with our Compensation Policy. In addition, the Company released its directors from liability and committed to indemnifying them to the fullest extent permitted by law and its Articles and provided them with exemption and
indemnification agreements for this purpose. The current form of Letter of Exemption and Indemnification as described in ITEM 6.C: Directors, Senior Management and Employees—Board Practices—Exculpation, insurance and indemnification of office
holders of our annual report on Form 20-F for the year ended December 31, 2023, filed with the SEC on March 6, 2024 and is available on the SEC website at www.sec.gov. The re-approval of this Exemption and Indemnification Agreement for directors who are Controlling Shareholders (as defined herein) or are affiliated with a Controlling Shareholder is included in Proposal No. 4 for this
Meeting.
Any director elected at the Meeting would be remunerated in the manner described above, and would
benefit from the insurance, indemnification and release discussed above.
Each director (except for external directors), holds office until the annual general meeting of our shareholders in the
subsequent year unless the tenure of such director expires earlier pursuant to the Companies Law or unless he or she is removed from office as described below.
Board Diversity Matrix
The table below provides certain information regarding the diversity of our Board as of the date of this proxy statement. Each of the
categories listed in the table has the meaning ascribed to it in Nasdaq Listing Rule 5605(f).
|
Country of principal executive office:
|
Israel
|
|||
|
Foreign Private Issuer
|
Yes
|
|||
|
Disclosure Prohibited under home Country Law
|
No
|
|||
|
Total Number of Directors
|
9
|
|||
|
Female
|
Male
|
Non-Binary
|
Did not disclose Gender
|
|
|
Part I: Gender Identity
|
||||
|
Directors
|
4
|
5
|
-
|
=
|
|
Part II: Demographic Background
|
||||
|
Underrepresented Individual in Home Country Jurisdiction
|
0
|
|||
|
LGBTQ+
|
0
|
|||
|
Did Not Disclose Demographic Background
|
0
|
|||
12
PROPOSAL ONE
APPROVAL OF THE RE-ELECTION AND ELECTION OF DIRECTORS
Background
At the Meeting, the shareholders will be asked to re-elect Dr. Ariel Halperin, Ronald Kaplan, Tom Pardo Izhaki, Giora
Wegman, Ornit Raz, and Maxim Ohana to serve as directors of the Company until the next annual general meeting of shareholders of the Company.
In accordance with the Companies Law, each of Dr. Ariel Halperin, Ronald Kaplan, Tom Pardo Izhaki, Giora Wegman, Ornit
Raz, Maxim Ohana and Yuval Beeri (the “Nominees”) has certified to us that he or she meets all the requirements of the Companies Law for election as a director of a public company, and possesses the necessary
qualifications and has sufficient time to fulfill his duties as a director of the Company, taking into account the size and special needs of the Company.
The Nominating Committee of the Board recommended that each of the Nominees be re-elected or elected, as applicable, at
the Meeting for a term to expire at the next annual general meeting of shareholders of the Company.
Biographical information concerning the Nominees is set forth below:
Dr. Ariel Halperin (age 69) has been
serving as our chairman of the board of directors since December 2016, after previously serving as our director between December 2006 to May 2013. Dr. Halperin is the senior managing partner of Tene Investment Funds, an Israeli private equity fund
focusing on established growth companies with leading global market positions, since 2004 and is the founding partner in Tenram Investments Ltd. a private investment company engaged in domestic and foreign real estate investments since 2000. From
1992 to 2000, Dr. Halperin led negotiations related to the Kibbutzim Creditors Agreement, serving as trustee for the Israeli government, Israeli banks and the Kibbutzim. Dr. Halperin currently serves as a director of several Tene Investment Funds'
portfolio companies, including Qnergy Inc., Gadot Chemical Terminals (1985) Ltd., Gadot Agro Ltd., Sharon-Laboratories Ltd., Questar Ltd. (formerly: Traffilog Ltd.) and Designated Holdings Ltd. (Haifa Group Ltd). Dr. Halperin holds a B.A. in
Mathematics and Economics and a Ph.D. in Economics from The Hebrew University of Jerusalem in Israel and a Post-Doctorate in Economics from the Massachusetts Institute of Technology in Cambridge, Massachusetts.
Ronald Kaplan (age 73) has been serving as our director since
December 2015. Mr. Kaplan has served as chairman of the board of directors of Trex Company, Inc. (NYSE: TREX), a major manufacturer of wood-alternative decking, railings and other outdoor items made from recycled materials, since August 2015. From
May 2010 to August 2015, Mr. Kaplan served as Chairman, President and Chief Executive Officer of Trex Company, Inc. From January 2008 to May 2010, Mr. Kaplan served as a director and President and Chief Executive Officer of Trex Company, Inc. From
February 2006 through December 2007, Mr. Kaplan served as Chief Executive Officer of Continental Global Group, Inc., a manufacturer of bulk material handling systems. For 26 years prior to this, Mr. Kaplan was employed by Harsco Corporation (NYSE:
HSC), an international industrial services and products company, at which he served in a number of capacities, including as senior vice president, operations, and, from 1994 through 2005, as President of Harsco Corporation’s Gas Technologies Group,
which manufactures containment and control equipment for the global gas industry. Mr. Kaplan received a B.A. in economics from Alfred University and a M.B.A. from the Wharton School of Business, University of Pennsylvania.
Tom Pardo Izhaki (age
41) has been serving as the Chief Financial Officer of Kibbutz Sdot-Yam since 2017. From 2013 to 2017, Ms. Pardo Izhaki served as the Chief Financial Officer of the A.T. Group. From 2008 to 2013, she served as
a supervisor of the department of assurance services at PWC Israel and, from 2002 to 2008, in a senior bookkeeping role at Sdot-Yam Marble & Tiles Ltd. Ms. Pardo Izhaki holds a B.A. in Economics and Accounting from Haifa University, and an M.A.
in Accounting from Bar-Ilan University, Israel. Ms. Pardo Izhaki is qualified as a Certified Public Accountant in Israel.
13
Giora Wegman, (age 73) has been serving as our director since
October 2023. Mr. Wegman has served as the Chairman of Kibbutz Sdot Yam’s Economic Council since 2020; since 2010, Mr. Wegman has served as a director at Hatnuaa Emek Hefer Ltd. From 2010 to 2020, Mr. Wegman served as our Deputy Chief Executive
Officer; from 2008 to 2010, he served as the Financial Manager of Kibbutz Sdot Yam and a member of the Board; from 1988 to 2006, Mr. Wegman held various positions with the Company, including Joint CEO, VP production and Production Manager, and before
that he held various positions at Kibbutz Sdot Yam. Mr. Wegman holds a practical mechanical engineer degree from Ruppin College, Israel and a business administration degree from Tel Aviv University, Israel.
Dr. Ornit Raz, (age 53) has been
serving as our director since October 2023. Since May 2024 Dr. Raz is the chairman of executive committee of Moshav (cooperative
settlement) Nir-Etzion. Prior to that, Dr. Raz served as the Chief Executive Officer of ELA Beverage Containers Collection Corporation Ltd., the Israeli national recycling corporation from 2020 to 2023. From 2016 to 2020, Dr. Raz served as the
Chief Executive Officer of the Israel Institute for Occupational Safety and Hygiene (a national statutory corporation); from 2016 to 2018 she served as Chairman of the Board of Directors of the Israeli Consumer Council (Government Companies
Authority) from 2013 to 2015, she served as the Chief Executive Officer of Food Industries Association- Manufactures Association of Israel, and from 2007 to 2013, she served as the Chief Executive Officer of Israel Bio-Organic Agriculture
Association. Dr. Raz holds an MSc and PhD from the Technion, Israel Institute of Technology, Faculty of Industrial Engineering Management, specializing in Behavioral and Management Sciences, and a Post Doctorate from the Massachusetts Institute of
Technology, Sloan School of Management in Cambridge, Massachusetts, USA.
Maxim Ohana (age 74) has been serving as our director since October 2023. He has previously served as the Chairman of the Board from 2010 to 2013. Prior to that, Mr. Ohana
served as chairman of the board of directors of the Economic Council, Kibbutz Sdot Yam from 2008 to 2012. From 2000 to 2008, Mr. Ohana served as Chief Executive Officer of Sdot-Yam Marble Floors Company (1995) Ltd. and from 1997 to 2000, he served
as Chief Executive Officer of Hagor Industries Ltd. From 1993 to 1997, Mr. Ohana served as Chief Executive Officer of Cement Products Caesarea Ltd. and from 1990 to 1993, he served as Chief Executive Officer of Kibbutz Sdot Yam’s businesses and
operations. Mr. Ohana holds a diploma in general studies from the Kibbutzim College of Education, Technology and the Arts (Seminar Ha’Kibbutzim), Israel.
Yuval Beeri (age 60) has served as the chief executive officer of Ricor Cryogenic
Systems since December 2016. In such capacity, Mr. Beeri serves as chairman of the board of directors of its two subsidiaries: Netzer and Aero-Magnesium. Prior to his position with Ricor, he served at Maytronics from 2003 to 2016: during the first
five years he served as VP marketing and thereafter for the remaining seven years he served as the CEO. Prior to Maytronics, Mr. Beeri worked at Kulick and Soffa, a semiconductor assembly equipment leader from 1993 until 2003: for the first five
years he worked at its subsidiary, Micro-Swiss Israel, as the Capillary marketing manager and thereafter for the remaining five years he served as CEO for its subsidiary, Semitec in Santa-Clara, CA. Mr. Beeri also serves as a director for multiple
companies, including ARAN (Nachshon), and as a chairman of ARI (Kfar Haruv). Mr. Beeri holds an BA degree in Agricultural Economy from The Hebrew University, Israel, and MBA from Derby University in the UK.
If this Proposal No. 1 is approved, following the re-election and election, as applicable, of each of the Nominees, the
Nominees will be entitled to the compensation terms set forth in the section herein titled “Corporate Governance”.
Proposed Resolutions
We are therefore proposing to adopt the following resolution:
“RESOLVED, to approve the re-election of each of Messrs. Dr. Ariel Halperin,
Ronald Kaplan, Tom Pardo Izhaki, Giora Wegman, Ornit Raz, Maxim Ohana and the election of Yuval Beeri to serve as directors of the Company until the next annual general meeting of shareholders of the Company.”
Required Vote
See “Quorum and Required Vote” above.
Board Recommendation
The Board unanimously recommends that you vote “FOR” the proposed resolution.
14
PROPOSAL TWO
RE-APPOINTMENT OF INDEPENDENT AUDITORS AND
AUTHORIZATION TO DETERMINE COMPENSATION
Background
The Company, based upon the recommendation of the Board, is submitting for approval the reappointment of Kost, Forer, Gabbay
& Kasierer (a member of Ernst & Young Global), as its independent auditors for the year ending December 31, 2024, and its service until the annual general meeting to be held in 2025, and to authorize the Board upon recommendation of the Audit
Committee (or the Audit Committee if so authorized by the Board of Directors), to determine the compensation of the auditors in accordance with the volume and nature of their services.
Our Audit Committee has adopted a pre-approval policy for the engagement of our independent auditors
to perform certain audit and non-audit services. Pursuant to this policy, which is designed to assure that such engagements do not impair the independence of our auditors, the Audit Committee pre-approves annually a catalog of specific audit and
non-audit services in the categories of audit service, audit-related service and tax services that may be performed by our independent auditors.
The following table sets forth the total compensation that was paid by the Company and its
subsidiaries to the Company’s independent auditors, Ernst & Young, in each of the previous two fiscal years:
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2023
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2022
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Audit fees (1)
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954
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$
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743
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Audit-related fees (2)
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58
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1
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Tax fees (3)
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44
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82
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All other fees (4)
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21
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193
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1,077
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1,019
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“Audit fees” include fees for services performed by our independent public accounting firm in connection with the integrated audit of our annual audit consolidated financial
statements for 2023 and 2022, and its internal control over financial reporting as of December 31, 2023 and 2022, certain procedures regarding our quarterly financial results submitted on Form 6-K, and consultation concerning financial
accounting and reporting standards.
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“Audit-related fees” relate to assurance and associated services that are traditionally performed by the independent auditor.
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“Tax fees” include fees for professional services rendered by our independent registered public accounting firm for tax compliance and tax advice and tax planning services on
actual or contemplated transactions.
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“Other fees” include fees for services rendered by our independent registered public accounting firm with respect to supply chain consulting, governmental incentives, due
diligence investigations and other matters.
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Proposed Resolution
We are therefore proposing to adopt the following resolution:
“RESOLVED, to re-appoint the Company’s auditor, Kost, Forer,
Gabbay & Kasierer (a member of Ernst & Young Global) (the “Auditors”) as the independent auditors of the Company for the year ending December 31, 2024, and its services until the close of the Company’s next annual general meeting to be held
in 2025, and that the board of directors of the Company (or the Audit Committee if so authorized by the Board of Directors) be authorized to determine compensation of the Auditors in accordance with the volume and nature of their services.”
Required Vote
See “Quorum and Required Vote” above.
Board Recommendation
The Board unanimously recommends that you vote “FOR” the proposed resolution.
15
PROPOSAL THREE
APPROVAL OF THE MANAGEMENT SERVICES AGREEMENT WITH TENE MANAGEMENT
The Company and Tene Investment in Projects 2016, L.P. (“Tene”) are interested
in extending the current management services agreement previously approved by the Company’s shareholders at the annual general meeting in 2021, for an additional period of three (3) years in connection with the supply of management services by Tene
to the Company, including the services of Dr. Ariel Halperin as a chairman of the board of directors, and to determine his remuneration in such management services agreement.
The Management Agreement (as defined below), provided by Tene Growth Capital 3 Funds Management Company Ltd. (“Tene Management”)1, includes, in addition to the aforementioned services of the chairman of the board of directors, regular business development advice, and sets a total annual management fee of NIS
750,000, plus VAT (the “Annual Management Fee”). The term of the agreement shall be for three (3) years commencing on the date of its approval by our shareholders (the “Management
Agreement”). The Management Agreement shall replace all other arrangements for payment to Dr. Ariel Halperin, including current management services agreement approved at the shareholders meeting of the Company in 2021 (i.e., during the
term of the Management Agreement, the Company will not pay or grant any cash to Dr. Ariel Halperin in addition to the remuneration fee paid under the Management Agreement). Based on such review and when weighing up all the considerations, the Audit
Committee, Compensation Committee and Board of Directors determined that the proposed Annual Management Fee pursuant to the Management Agreement is reasonable and reflects the time and effort required to be dedicated to the Company by Tene
Management and its representatives under the Management Agreement, and is in the best interest of the Company.
The following is a summary of the other principal terms of the Management Agreement:
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Tene Management will provide the Company, throughout the term of the Management Agreement, management services in areas of its activities, including: (i) services provided by
the chairman of the board of directors (who will devote his time in accordance with the Company’s needs, as they will be from time to time, whereby the scope of his position is estimated to be between approximately 20 hours per month); (ii)
regular business development advice, including financial & strategic advice made available by Tene Management through its employees, officers and directors and/or consultants (the “Management Services”).
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During the term of the Management Agreement, either party has the right to terminate the Management Services, at any time and for any reason or for no reason upon thirty (30)
days prior written notice to the other party and following the said termination the Annual Management Fee shall be reduced to NIS 630,000, plus VAT.
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The Company shall reimburse Tene Management for all expenses reasonably required in the performance of the Management Services under the Management Agreement pursuant to the
terms and conditions of the Company’s policies, as may be amended by the Company from time to time.
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The Management Services will be rendered to the Company by Dr. Ariel Halperin and/or officeholders of Tene Management, and if necessary, by employees and/or consultants of
Tene Management, depending on the needs of the Company.
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The Annual Management Fee under the Management Agreement will be paid in equal quarterly installments.
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1 Tene Management serves as the management company of the general partner of Tene Investment in Projects 2016,
L.P. limited partnership
16
| • |
The Management Agreement’s term is for three (3) years commencing on the date of its approval by our shareholders. Either party has the right to cancel the Management
Agreement at any time for any reason or for no reason upon thirty (30) days written notice to the other party or effective immediately if Tene Managements’ representatives are no longer serving as directors.
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At the end of the term of the Management Agreement the parties may decide to extend, subject to such approvals required under applicable law.
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For the avoidance of doubt, it is clarified that in serving as members of the Board, the Tene Management Directors,
employees and officers, shall not be employees of the Company, nor shall the payment of the Management Fees by the Company create employee-employer relations between the parties hereto or entitle any of the persons on behalf of Tene Management to
any social benefits.
Our Audit Committee, Compensation Committee and the Board of Directors reviewed the Annual Management Fee under the
Management Agreement, taking into account the provisions of our Compensation Policy and relevant information, as well as Mr. Halperin’s expected time commitment and future contributions.
NIS 630,000 of the Annual Management Fee will be attributed to services provided by the Executive Chairman of the Board
and NIS 120,000 will be attributed for Management Services. As a result thereof, the Annual Management Fee proposed for approval at the Meeting is consistent with the terms of the Company’s Compensation Policy.
Proposed Resolution
We are therefore proposing to adopt the following resolution:
“RESOLVED, to approve the extension of the Management Agreement with Tene Growth Capital 3 Funds Management Company Ltd for additional
term of three (3) years, as described in the Proxy Statement for the Meeting.
Required Vote
See “Quorum and Required Vote” above.
Board Recommendation
The Board unanimously recommends that you vote “FOR” the proposed resolution.
17
PROPOSAL FOUR
RENEWAL OF CURRENT INDEMNIFICATION AGREEMENT BETWEEN THE COMPANY AND ITS
CURRENT AND FUTURE DIRECTORS WHO ARE CONTROLLING SHAREHOLDER
OR AFFILIATED
WITH A CONTROLLING SHAREHOLDER TO THE FULL EXTENT PERMITTED BY THE LAW, IN
ACCORDANCE WITH THE COMPANY'S COMPENSATION POLICY
The Companies Law and our Articles of Association authorize us, subject to the receipt of requisite corporate approvals,
to agree in advance to indemnify our “office holders” (as defined in the Companies Law), subject to certain conditions and limitations.
At the annual general meeting of our shareholders in 2021 (the “2021 Meeting”),
our shareholders approved the renewal and/or grant of exemption and indemnification agreements by the Company to its current and future office holders, including to its Chief Executive Officer and directors who are a Controlling Shareholder or
associated with the Controlling Shareholder. In the proxy statement for the 2021 Meeting, it was stated that for office holders that are Controlling Shareholders or are affiliated with a Controlling Shareholder, the foregoing approval would not
continue for more than three (3) consecutive years unless re-approved by the compensation committee, board of directors and shareholders pursuant to a special majority vote.
At the Meeting, which is set to convene during the third year following the 2021 Meeting, shareholders will be asked to
approve, by a special majority, the renewal of the indemnification agreement between the Company and its current and future directors that are Controlling Shareholders or are affiliated with a Controlling Shareholder, which indemnification
agreement will be according to the form of indemnification agreement approved at the 2021 Meeting in relation to all other office holders of the Company, which is attached to this Proxy Statement Annex A
(the “Indemnification Agreement”).
Our Compensation Committee and Board of Directors believe that the renewal of the approval of the form of Indemnification Agreement for
the directors that are Controlling Shareholders or are affiliated with a Controlling Shareholder is in the best interests of our shareholders, as it will enable the combined company to attract and retain highly qualified directors and officers. Our
Board of Directors has further determined that based on the ongoing and planned activity to be performed by the Company, the events listed in the Indemnification Agreement are reasonably anticipated, and that the amounts stated in the
Indemnification Agreement are reasonable.
In light of the foregoing, our Compensation Committee and Board of Directors recommended that the shareholders approve the renewal of the
form of indemnification agreement for directors that are Controlling Shareholders or are affiliated with a Controlling Shareholder, attached as Annex A to this
Proxy Statement, effective upon the close of the Meeting, and authorize the execution and delivery of such indemnification agreement with all current and future directors that are Controlling Shareholders or are affiliated with a Controlling
Shareholder.
Under the Companies Law, the adoption of the proposed resolution requires the approval of the compensation committee, board of directors
and shareholders, in that order.
Proposed Resolution
We are therefore proposing to adopt the following resolution:
“RESOLVED, to approve the renewal of Indemnification
Agreement for current and future directors that are Controlling Shareholders or are affiliated with a Controlling Shareholder (as defined in the Companies Law), as described in the Proxy Statement and as attached as Annex A to the Proxy Statement.”
Required Vote
See “Quorum and Required Vote” above.
Board Recommendation
The Board unanimously recommends that you vote “FOR” the proposed resolution.
18
OTHER BUSINESS
The Board is not aware of any other matters that may be presented at the Meeting other than those mentioned in the enclosed
Notice of Annual General Meeting of Shareholders. If any other matters do properly come before the Meeting, it is intended that the persons named as proxies will vote, pursuant to their discretionary authority, according to their best judgment in the
interest of the Company.
ADDITIONAL INFORMATION
The Company’s Annual Report, filed on Form 20-F with the SEC on March 6, 2024, and other filings with the SEC, including
reports regarding the Company’s quarterly business and financial results, are available for viewing and downloading on the SEC’s website at www.sec.gov as well as under the ‘Investor Relations’
section of the Company’s website at www.caesarstone.com. Shareholders may obtain a copy of these documents without charge at www.caesarstone.com.
The Company is subject to the information reporting requirements of the Exchange Act, applicable to foreign private
issuers. The Company fulfills these requirements by filing reports with the SEC. The Company’s SEC filings are available to the public on the SEC’s website at www.sec.gov. As a foreign private
issuer, the Company is exempt from the rules under the Exchange Act related to the furnishing and content of proxy statements. The circulation of this Proxy Statement should not be taken as an admission that the Company is subject to those proxy
rules.
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By order of the Board:
/s/ Ariel Halperin
Dr. Ariel Halperin
Chairman of the Board
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Kibbutz Sdot-Yam, M.P Menashe 3780400, Israel
8 August, 2024
19
Exhibit 99.2
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CAESARSTONE LTD.
KIBBUTZ SDOT-YAM
MP MENASHE 37804000
ISRAEL
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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 the day before the cut-off date or meeting date. Follow the instructions to obtain your records and to create an electronic voting instruction form.
ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all
future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree
to receive or access proxy materials electronically in future years.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off
date or meeting date. 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.
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TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
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V23850-P99233
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THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
CAESARSTONE LTD.
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The Board of Directors recommends you vote FOR the following proposals:
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1. |
Approval of the re-election of each of Dr. Ariel Halperin, Ronald Kaplan, Tom Pardo Izhaki, Giora Wegman, Ornit Raz, Maxim Ohana and election of Yuval Beeri, as a director of the Company to
hold office until the close of the next annual general meeting.
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VOTE FOR EACH DIRECTOR
SEPARATELY
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Nominees:
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Against
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1a. |
Dr. Ariel Halperin
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☐ | ☐ | ☐ |
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For
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Against
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Abstain
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1b. |
Ronald Kaplan
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☐ | ☐ | ☐ |
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Approval the extension of the Management Services Agreement with Tene Growth Capital 3 Funds Management Company Ltd. |
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1c. |
Tom Pardo Izhaki
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Giora Wegman
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☐ | ☐ | ☐ | 4. |
Approval the renewal of the current indemnification agreement between the Company and its current and future directors who are a Controlling Shareholder
(as such term is defined in the Proxy Statement) or associated with a Controlling Shareholder of the Company, to the full extent permitted by the law, in accordance with the Company’s Compensation Policy. |
☐ | ☐ | ☐ | ||||||||||||
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Ornit Raz
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Maxim Ohana
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Yuval Beeri
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Shareholders entitled to notice of and to vote at the meeting shall be determined as of the close of business on August 7, 2024, the record date
fixed by the Board of Directors for such purpose.
The signer hereby revokes all previous proxies given by the signer to vote at the annual general meeting or any adjournments thereof.
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Approval of the reappointment of Kost, Forer, Gabbay & Kasierer (a member of Ernst & Young Global) as the Company’s independent auditors for the year ending December 31, 2024, and
its service until the annual general meeting of shareholders to be held in 2025 and to authorize the Company’s board of directors (or, the audit committee, if authorized by the board of directors subject to the ratification of the board of
directors, upon recommendation of the audit committee of the Company, to determine the compensation of the independent auditors in accordance with the volume and nature of their services and receive an update regarding the Company’s
independent auditors’ remuneration for the past year.
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Please note: By voting, whether by means of the enclosed proxy card, via telephone or internet voting, you will be deemed to confirm to the Company that you are NOT an
Interested Shareholder. If you are an Interested Shareholder, please notify the Company, as described in this proxy card (in which case your vote will only count for or against the ordinary majority, and not for or against the special
tally, required for approval and adoption of Proposals No. 3 and 4).
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Please sign exactly as your name(s) appears on the Proxy. If held in joint tenancy, the shareholder named first in the Company's register must sign.
Trustees, Administrators, etc., should include title and authority. Corporation should provide full name of corporation and title of authorized officer signing the Proxy. PLEASE BE SURE TO RETURN THE ENTIRE PROXY ALONG WITH PROOF OF
IDENTITY AS DESCRIBED IN THE COMPANY'S PROXY STATEMENT.
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Signature [PLEASE SIGN
WITHIN BOX]
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Signature (Joint Owners)
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Important Notice Regarding the Availability of Proxy Materials for the Annual General Meeting:
The Notice and Proxy Statement is available at www.proxyvote.com.
2024 ANNUAL GENERAL MEETING OF SHAREHOLDERS OF
CAESARSTONE LTD.
SEPTEMBER 19, 2024
5 P.M. (Israel time)
Important Notice Regarding the Availability of Proxy Materials for the Annual General Meeting:
The Notice and Proxy Statement is available at www.proxyvote.com.
↓ Please detach along perforated line and mail in the envelope provided. ↓
CAESARSTONE LTD.
2024 ANNUAL GENERAL MEETING OF SHAREHOLDERS
SEPTEMBER 19, 2024
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned, a shareholder of Caesarstone Ltd. (the “Company”), an Israeli company, hereby appoints Mr. Nahum Trost and Mr.
Ron Mosberg, and each of them acting individually, as the attorney and proxy of the undersigned, with full power of substitution, for and in the name of the undersigned, to vote and otherwise act on behalf of the undersigned at the annual general
meeting of shareholders of the Company to be held at the offices of the Company, Kibbutz Sdot-Yam, MP Menashe 3780400, Israel, on September 19, 2024, at 5:00 p.m. Israel time (10:00 a.m. Eastern time), or at any adjournment(s) or postponement(s)
thereof, with respect to all of the ordinary shares, par value NIS 0.04 per share, of the Company (the “Shares”) which the undersigned would be entitled to vote, with all powers the undersigned would possess if personally present, provided
said proxies are authorized and directed to vote as indicated with respect to the matter set forth below this Proxy. Subject to applicable law and the rules of Nasdaq, in the absence of such instructions, the Shares represented by properly executed
and received proxies will be voted “FOR” all of the proposed resolutions to be presented to the annual general meeting or any adjournment(s) or postponement(s) thereof for which the Board of Directors recommends a “FOR” vote.
IMPORTANT NOTE: BY EXECUTING THIS PROXY
CARD, THE UNDERSIGNED SHAREHOLDER IS CONFIRMING THAT HE, SHE OR IT DOES NOT HAVE A CONFLICT OF INTEREST (I.E., THE UNDERSIGNED IS NOT AN “INTERESTED SHAREHOLDER”) IN THE APPROVAL OF PROPOSALS NO. 3 AND 4 AND CAN THEREFORE BE COUNTED TOWARDS OR
AGAINST THE MAJORITY REQUIRED FOR APPROVAL OF THAT PROPOSAL. IF YOU HAVE SUCH A CONFLICT OF INTEREST IN THE APPROVAL OF PROPOSALS NO. 3 AND 4, PLEASE NOTIFY RON MOSBERG, COMPANY’S GENERAL LEGAL COUNSEL, AT KIBBUTZ SDOT-YAM, MP MENASHE 3780400,
ISRAEL, TELEPHONE: +972-4-6109217 OR EMAIL AGM@CAESARSTONE.COM.
PLEASE SEE THE COMPANY'S PROXY STATEMENT FOR A FURTHER EXPLANATION AS TO WHO IS CONSIDERED AN “INTERESTED SHAREHOLDER”.
This proxy also delegates, to the extent permitted by applicable law, discretionary authority to vote with respect to any other business which may properly
come before the annual general meeting or any adjournment(s) or postponement(s) thereof.
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE AND SIGN THIS FORM OF PROXY AND MAIL THE ENTIRE PROXY PROMPTLY, ALONG WITH PROOF OF
IDENTITY IN ACCORDANCE WITH THE COMPANY’S PROXY STATEMENT, IN THE ENCLOSED ENVELOPE IN ORDER TO ASSURE REPRESENTATION OF THESE SHARES. NO POSTAGE NEED BE AFFIXED IF THE PROXY IS MAILED IN THE UNITED STATES.
(Continued and to be signed on the reverse side)