Tat Technologies Ltd 6-K, filed Jun 10, 2024
Tat Technologies Ltd (TATT)
6-K
2024-06-10
For: 2024-06-10
View Original
Added on
April 10, 2026
About this 6-K
Tat Technologies Ltd filed this 6-K on June 10, 2024.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
F O R M 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of June 2024
TAT TECHNOLOGIES LTD.
(Name of Registrant)
P.O.BOX 80, Gedera 70750 Israel
(Address of Principal Executive Office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule
12g3-2(b) under the Securities Exchange Act of 1934.
Yes ☐ No ☒
If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- ____________
TAT Technologies Ltd.
6-K Exhibits:
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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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TAT TECHNOLOGIES LTD.
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(Registrant)
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By:
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/s/ Ehud Ben-Yair
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Ehud Ben-Yair
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Chief Financial Officer
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Date: June 10, 2024
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Exhibit 1
TAT TECHNOLOGIES LTD.
NOTICE OF ANNUAL AND SPECIAL GENERAL MEETING OF SHAREHOLDERS
Dear shareholders of TAT Technologies Ltd.:
Notice is hereby given that the annual and special general meeting of shareholders (the “Meeting”) of TAT Technologies Ltd.
(the “Company”) will be held on August 15, 2024 at 17:00 P.M. Israel time, at the offices of Naschitz, Brandes, Amir
& Co., Advocates, located at 5 Tuval Street, Tel-Aviv, Israel.
The agenda of the Meeting shall be as follows:
| 1. |
Approval of the re-appointment of Kesselman & Kesselman PwC Israel, a member of PricewaterhouseCoopers International Ltd., as our independent certified public accountants, effective as of the approval by the Meeting until our next
Annual Meeting of Shareholders, and delegation to the Company's Board of Directors (or, the Audit Committee, if authorized by the Board of Directors) the authority to determine the accountants' remuneration in accordance with the volume
and nature of their services;
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| 2. |
Approval of the re-election of each of Mr. Amos Malka, Gillon Beck and Ms. Ronnie Meninger (Independent Director), a to serve as Directors of the Company each to hold office until our next Annual Meeting of Shareholders;
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| 3. |
Approval of the re-election of Mr. Mordechai Glick as an external director, as defined in the Israeli Companies Law 5759-1999 (the "Companies Law"), including the approval of his compensation terms, for a three-year period starting on
August 30, 2024; and
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| 4. |
Approval of the cancellation of the par value of the company’s Ordinary Shares and amendment of the Articles of Association of the Company to reflect such change.
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In addition, the shareholders will be invited to discuss at the Meeting the Company’s audited consolidated financial statements for the year ended December 31, 2023.
The approval of Items 1, 2 and 4 requires the affirmative vote of the holders of a majority of the voting power represented and voting on the matter in person or by proxy.
The approval of Item 3, requires the affirmative vote of at least a majority of the Shares present, in person or by proxy, and voting on the matter, provided that (i) such a
majority includes at least a majority of the total votes of shareholders who are not controlling shareholders of the Company or who do not have personal interest do not have personal interest in the approval of the proposal set forth in Item 3 or
(ii) the total number of Shares of the shareholders mentioned in clause (i) above that are voted against such proposal does not exceed two percent (2%) of the total voting rights in the Company.
Under the Companies Law, in general, a person will be deemed to be a controlling shareholder if the person has the power to direct the activities of the company, otherwise
than by reason of being a director or other office holder of the company. A shareholder will be deemed to have a personal interest if any member of such shareholder's immediate family or their spouse has a personal interest in the adoption of the
relevant proposal. In addition, a shareholder will be deemed to have a personal interest if a company, other than TAT Technologies, that is affiliated to such shareholder has a personal interest in the adoption of the relevant proposal. Such
company is a company in which the shareholder or a member of such shareholder's immediate family serves as a director or chief executive officer, has the right to appoint a director or the chief executive officer, or owns 5% or more of the
outstanding shares. However, a shareholder will not be deemed to have a personal interest in the adoption of the proposal if the shareholder's interest in such proposal arises solely from ownership of TAT Technologies' shares, or to a matter that
is not related to a relationship with a controlling shareholder.
In accordance with the Israeli Companies Regulations (Reliefs for Companies with Securities Listed on Foreign Stock Exchanges), 5760-2000 (the “Relief Regulations”), a
shareholder submitting a vote for this Item 3 is deemed to confirm to the Company that such shareholder does not have a personal interest in the election of the external director (excluding a personal interest that is not related to a
relationship with a controlling shareholder) and is not a controlling shareholder, unless such shareholder had delivered the Company a notice in writing stating otherwise, no later than 10 a.m., Israel time, on August 14, 2024, to the office of
Naschitz, Brandes, Amir & Co., Advocates, located at 5 Tuval Street, Tel-Aviv, Israel. This notice should be addressed to the attention of Adv. Elad Amir.
Only shareholders of record at the close of business on June 26, 2024, (the “Record
Date”) will be entitled to receive notice of, and to vote at the Meeting. All shareholders are cordially invited to attend the Meeting in person.
Shareholders who will not attend the Meeting in person may vote with respect to Items 1 through 4 by means of a proxy card and are required to complete,
sign, date and return the proxy card no later than August 15, 2024, 13:00 P.M. Israel time, to permit verification. Voting will be done by completing the second part of the proxy card. The form of
proxy card was furnished to the Securities and Exchange Commission (the “Commission”) on Form 6-K, and is available to the public on the Commission’s website at http://www.sec.gov. The form
of proxy card is also available on the websites: www.magna.isa.gov.il or www.maya.tase.co.il.
- ii -
Position Statements: Shareholders wishing to express their position on Items 1 through 4 on the agenda for this
Meeting may do so by submitting a written statement (hereinafter “Position Statement”) to the offices of Naschitz, Brandes, Amir & Co., Advocates, located at 5 Tuval Street, Tel-Aviv, Israel. Any
Position Statement received will be furnished to the Commission on Form 6-K, and will be made available to the public on the Commission’s website at http://www.sec.gov and in addition at http://www.magna.isa.gov.il or http://maya.tase.co.il.
Position Statements should be submitted to the Company no later than August 8, 2024.
A shareholder is entitled to contact the Company directly and receive the text of the proxy card and any Position Statement.
A shareholder, whose shares are registered with a Tel-Aviv Stock Exchange Ltd. (the “TASE”) member and
are not registered on the Company’s shareholders' register, is entitled to receive from the TASE member who holds the shares on the shareholder’s behalf, by e-mail, for no charge, a link to the text of the proxy card and to the Position
Statements posted on the Israel Securities Authority website, provided, that the notice was provided with respect to a particular securities account, prior to the Record Date.
A shareholder whose Shares are registered with a member of the TASE, is required to prove his share ownership to vote at the Meeting. Such shareholder
shall provide the Company with an ownership certificate (as of the Record Date) from that TASE member and is entitled to receive the ownership certificate in the branch of the TASE member or by mail to his address (in consideration of mailing
fees only), if the shareholder so requested. Such a request will be made in advance for a particular securities account.
Alternatively, shareholders whose shares are registered with a member of the TASE may vote electronically via the electronic voting system of the Israel
Securities Authority up to six (6) hours before the time fixed for the Meeting. You should receive instructions about electronic voting from the TASE member through which you hold your shares.
Discussion at the Meeting will be commenced if a quorum is present. A quorum is comprised of two or more shareholders who are present in person or by
proxy, or who have delivered to the Company a proxy card indicating their manner of voting, and who hold or represent shares conferring in the aggregate at least one-third (33.33%) of the voting power in the Company. If a quorum is not present
within half an hour of the time designated for the Meeting, the Meeting will be adjourned to August 22, 2024, at the same time and place. If a quorum is not present within half an hour of the time
designated for the adjourned meeting, two shareholders who are present in person or proxy, or who have delivered a proxy card, will constitute a quorum.
The wording of the resolutions to be voted at the Meeting and relevant documents thereto may be inspected at the offices of Naschitz, Brandes, Amir
& Co., Advocates, located at 5 Tuval Street, Tel-Aviv, Israel during normal business hours and by prior coordination with Mr. Shachar Hananel (tel: +972-3-6235000 or +972-3-6235009).
Should changes be made to any Item on the agenda for the Meeting after the publication of this Proxy Statement, we will communicate the changes to our
shareholders through the publication of a press release, a copy of which will be filed with the Securities and Exchange Commission on Form 6-K and with the Israeli Securities Authority in the aforementioned internet websites.
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By the Order of the Board of Directors,
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/s/ Ehud Ben-Yair, CFO
Dated: June 10, 2024 |
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TAT TECHNOLOGIES LTD.
P.O. Box 80, Gedera 70750 Israel
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PROXY STATEMENT
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ANNUAL AND SPECIAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON AUGUST 15, 2024
This Proxy Statement is furnished to the holders of ordinary shares, par value NIS 0.90 per share (the “Shares”),
of TAT Technologies Ltd. in connection with the annual and special general meeting of shareholders of the Company to be held at the offices of Naschitz, Brandes, Amir & Co., Advocates, located at 5 Tuval Street, Tel-Aviv, Israel on August 15, 2024 at 17:00 P.M. Israel time, and thereafter as it may be adjourned from time to time (the “Meeting”). Unless the context otherwise requires,
references in this Proxy Statement to “TAT,” the “Company,” “We” or “Our” refer to TAT Technologies Ltd.
The agenda of the Meeting shall be as follows:
| 1. |
Approval of the re-appointment of Kesselman & Kesselman PwC Israel, a member of PricewaterhouseCoopers International Ltd., as our independent certified public accountants, effective as of the approval by the Meeting until our next
Annual Meeting of Shareholders, and delegation to the Company's Board of Directors (or, the Audit Committee, if authorized by the Board of Directors) the authority to determine the accountants' remuneration in accordance with the volume
and nature of their services;
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| 2. |
Approval of the re-election of each of Mr. Amos Malka, Gillon Beck and Ms. Ronnie Meninger (Independent Director), a to serve as Directors of the Company each to hold office until our next Annual Meeting of Shareholders;
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| 3. |
Approval of the re-election of Mr. Mordechai Glick as an external director, as defined in the Israeli Companies Law 5759-1999 (the "Companies Law"), including the approval of his compensation terms, for a three-year period starting on
August 30, 2024; and
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| 4. |
Approval of the cancellation of the par value of the Company’s Ordinary Shares and amendment of the Articles of Association of the Company to reflect such change.
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In addition, the shareholders will be invited to discuss at the Meeting the Company’s audited consolidated financial statements for the year ended December 31, 2023.
Shareholders Entitled to Participate and Vote
Only holders of record of Shares at the close of business on June 26, 2024 (the “Record Date”) are entitled to receive notice of, and to vote at, the Meeting.
As of January 31, 2024, the Company had 10,378,377 issued Shares and 10,103,904 outstanding Shares (excluding 274,473 dormant Shares held in treasury).
Each outstanding Share is entitled to one vote on each matter to be voted on at the Meeting. The votes of all shareholders voting on a matter are counted and abstentions are not taken into account (other than for quorum purposes).
Beneficial Ownership of Securities
FIMI Opportunity V, L.P. and FIMI Israel Opportunity FIVE, Limited Partnership, or the FIMI Funds, are the beneficial holders of 52% of TAT’s Ordinary
shares (5,254,908 shares).
The following table sets forth certain information as of January 31, 2024, regarding the beneficial ownership by all shareholders known to us to own
beneficially 5% or more of our Ordinary shares:
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Name
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Number of
Ordinary Shares Beneficially Owned (1) |
Percentage of
Ownership (2)
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FIMI Funds (3)
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5,254,908
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52%
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Yelin Lapidot (4)
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704,406
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7%
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(1) Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to
securities. Ordinary shares relating to options and warrants currently exercisable or exercisable within 60 days of the date of this table are deemed outstanding for computing the percentage of the person holding such securities but are not
deemed outstanding for computing the percentage of any other person. Except as indicated by footnote, and subject to community property laws where applicable, the persons named in the table above have sole voting and investment power with respect
to all shares shown as beneficially owned by them.
(2) The percentages shown are based on 10,103,904 ordinary shares issued and outstanding as of January 31, 2024 (net of 274,473 dormant shares).
(3) Based on a Schedule 13D filed on August 14, 2013, and on Schedule 13D/A filed on December 12, 2016, FIMI Funds, FIMI FIVE 2012 Ltd., Shira and Ishay
Davidi Management Ltd. and Mr. Ishay Davidi share voting and dispositive power with respect to the 5,254,908 ordinary shares held by the FIMI Funds. FIMI FIVE 2012 Ltd. is the managing general partner of the FIMI Funds. Shira and Ishay Davidi
Management Ltd. controls FIMI FIVE 2012 Ltd. Mr. Ishay Davidi controls the Shira and Ishay Davidi Management Ltd. and is the Chief Executive Officer of all the entities listed above. The principal business address of each of the above entities
and of Mr. Davidi is c/o FIMI FIVE 2012 Ltd., Electra Tower, 98 Yigal Alon St., Tel Aviv 6789141, Israel.
(4) Based on a Schedule 13G/A filed on January 31, 2024, Dov Yelin, Yair Lapidot, Yelin Lapidot Holdings Management Ltd. and Yelin Lapidot Provident
Funds Management Ltd. share voting and dispositive power with respect to the 704,406 shares held by Yelin Lapidot Holdings Management Ltd. and Yelin Lapidot Provident Funds Management Ltd. The principal business address of each of the above
entities and persons is 50 Dizengoff St., Dizengoff Center, Gate 3, Top Tower, 13th floor, Tel Aviv 64332, Israel.
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Voting and Proxies
All shareholders who are unable to attend the Meeting in person may vote with respect to Items 1 through 4 by means of a proxy card and they are
requested to complete, date and sign the enclosed form of proxy and return it promptly in the pre-addressed envelope provided. If your Shares are held in “street name” (meaning in the name of a bank, broker or other record holder), you must
either direct the record holder of your Shares as to how to vote your Shares or obtain a legal proxy from the record holder to vote the Shares at the Meeting on behalf of the record holder as well as a statement from such record holder that it
did not vote such Shares. In order for these Shares to be counted, a duly executed proxy must be received by the Company’s Transfer Agent or by the Company, c/o Mr. Shachar Hananel, at the offices of Naschitz, Brandes, Amir & Co., Advocates,
located at 5 Tuval Street, Tel-Aviv, Israel (on the 1th Floor), no later than August 15, 2024 at 13:00 P.M., Israel
time. Shares represented by proxy received after such time will not be counted. Any such proxy may be revoked by such holders at any time before it is exercised by: (i) delivering written revocation or a later dated proxy to Mr. Shachar Hananel;
or (ii) attending the Meeting and voting in person.
Upon the receipt of a properly executed proxy in the form enclosed herewith, the persons named as proxies therein will vote the Shares covered thereby
in accordance with the directions of the shareholder executing such proxy.
Alternatively, you may vote electronically via the electronic voting system of the Israel Securities Authority, up to six (6) hours before the time
fixed for the Meeting. You should receive instructions about electronic voting from the TASE member through which you hold your Shares.
Expenses and Solicitation
Shareholders wishing to express their position on Items 1 through 4 on the agenda for this Meeting may do so by submitting a written statement (“Position Statement”) to the offices of Naschitz, Brandes, Amir & Co., Advocates, located at 5 Tuval Street, Tel-Aviv, Israel (on the 1th Floor). Any Position Statement received will be furnished to the Securities and Exchange Commission (the “Commission”) on Form 6-K, and will be made available to the public on
the Commission’s website at http://www.sec.gov and in addition at http://www.magna.isa.gov.il or http://maya.tase.co.il.
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Should changes be made to any proposal after the publication of this Proxy Statement, we will communicate the changes to our shareholders through the
publication of a press release, a copy of which will be filed with the SEC on Form 6-K and with the Israel Securities Authority.
Position Statements should be submitted to the Company no later than August 8, 2024.
We know of no other matters to be submitted at the Meeting other than as specified herein. If any other business is properly brought before the Meeting,
the persons named as proxies may vote in respect thereof in accordance with their best judgment.
These proxy and proxy card shall also serve as a voting deed (ktav hatzba’a) as such term is defined under the Companies Law.
The Company expected to solicit proxies by mail and to mail this proxy statement and the accompanying proxy card to shareholders on or about July 1, 2024. This proxy statement and the accompanying proxy card are also available to the public through the following websites http://www.sec.gov, http://www.magna.isa.gov.il or http://maya.tase.co.il.
All costs of solicitation of proxies will be borne by the Company. In addition to solicitations by mail, certain of the Company’s directors, officers
and regular employees, without additional remuneration, may solicit proxies by telephone and personal interviews. Brokers, custodians and fiduciaries will be requested to forward proxy soliciting material to the beneficial owners of Shares held
in their names, and the Company will reimburse them for their reasonable out-of-pocket costs.
Quorum and Voting Requirements
The quorum required consists of two or more shareholders who are present in person or proxy (or who have delivered a proxy card indicating their manner
of voting) and who together hold or represent Shares conferring in the aggregate at least one third (33.33%) of the voting power in the Company on the Record Date. If a quorum is not present within one half hour of the time designated for the
Meeting, the Meeting shall be adjourned to August 22, 2024, at the same time and place. If a quorum is not present within one half hour of the time designated for the adjourned Meeting, two shareholders
who are present in person or by proxy, or who have delivered a proxy card, shall constitute a quorum.
The approval of Items 1, 2 and 4 requires the affirmative vote of the holders of a majority of the voting power represented and voting on the matter in person or by proxy.
The approval of Item 3, requires the affirmative vote of at least a majority of the Shares present, in person or by proxy, and voting on the matter, provided that (i) such a
majority includes at least a majority of the total votes of shareholders who are not controlling shareholders of the Company or who do not have personal interest do not have personal interest in the approval of the proposal set forth in Item 3 or
(ii) the total number of Shares of the shareholders mentioned in clause (i) above that are voted against such proposal does not exceed two percent (2%) of the total voting rights in the Company.
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Under the Companies Law, in general, a person will be deemed to be a controlling shareholder if the person has the power to direct the activities of the company, otherwise
than by reason of being a director or other office holder of the company. A shareholder will be deemed to have a personal interest if any member of such shareholder's immediate family or their spouse has a personal interest in the adoption of the
relevant proposal. In addition, a shareholder will be deemed to have a personal interest if a company, other than TAT Technologies, that is affiliated to such shareholder has a personal interest in the adoption of the relevant proposal. Such
company is a company in which the shareholder or a member of such shareholder's immediate family serves as a director or chief executive officer, has the right to appoint a director or the chief executive officer, or owns 5% or more of the
outstanding shares. However, a shareholder will not be deemed to have a personal interest in the adoption of the proposal if the shareholder's interest in such proposal arises solely from ownership of TAT Technologies' shares, or to a matter that
is not related to a relationship with a controlling shareholder.
In accordance with the Israeli Companies Regulations (Reliefs for Companies with Securities Listed on Foreign Stock Exchanges), 5760-2000 (the “Relief Regulations”), a
shareholder submitting a vote for this Item 3 is deemed to confirm to the Company that such shareholder does not have a personal interest in the election of the external director (excluding a personal interest that is not related to a
relationship with a controlling shareholder) and is not a controlling shareholder, unless such shareholder had delivered the Company a notice in writing stating otherwise, no later than 10 a.m., Israel time, on August 14, 2024, to the office of
Naschitz, Brandes, Amir & Co., Advocates, located at 5 Tuval Street, Tel-Aviv, Israel.
Reporting Requirements
We are subject to the information reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), applicable to foreign private issuers. We fulfill these requirements by filing reports with the Commission. Our filings with the Commission may be inspected without charge at the Commission’s Public Reference Room at 100 F
Street, N.E., Washington, D.C. 20549. Information on the operation of the Public Reference Room can be obtained by calling the Commission at 1-800-SEC-0330. Our filings are also available to the public on the Commission’s website at http://www.sec.gov.
As a foreign private issuer, we are exempt from the rules under the Exchange Act related to the furnishing and content of proxy statements. The
circulation of this notice and proxy statement should not be taken as an admission that we are subject to the proxy rules under the Exchange Act.
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After Careful Consideration, Our Board Recommends That Shareholders Vote “For” The Proposals Described In This Proxy Statement.
ITEM 1: APPROVAL OF THE RE-APPOINTMENT OF KESSELMAN & KESSELMAN PWC ISRAEL, A MEMBER OF PRICEWATERHOUSECOOPERS INTERNATIONAL LTD., AS OUR INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS, EFFECTIVE AS OF THE APPROVAL BY THE MEETING UNTIL OUR NEXT ANNUAL MEETING OF SHAREHOLDERS, AND DELEGATION TO THE COMPANY'S BOARD OF DIRECTORS (OR, THE AUDIT COMMITTEE, IF AUTHORIZED BY THE BOARD OF DIRECTORS) THE AUTHORITY TO
DETERMINE THE ACCOUNTANTS' REMUNERATION IN ACCORDANCE WITH THE VOLUME AND NATURE OF THEIR SERVICES.
Under the Companies Law and the Company’s articles of association, the shareholders of the Company are authorized to appoint the Company’s independent
certified public accountants. In addition, the approval by the Company’s Audit Committee of the re-appointment and remuneration of the independent certified public accountants is required under the corporate governance rules of The NASDAQ Stock
Market.
We first appointed Kesselman & Kesselman PwC Israel, a member of PricewaterhouseCoopers International Ltd., as our independent certified public
accountants in 2009. Kesselman & Kesselman PwC Israel has no relationship with us or any of our affiliates except as auditors.
At the Meeting, and in accordance with the recommendation of our Audit Committee and Board of Directors, the shareholders will be asked to approve the
re-appointment of Kesselman & Kesselman PwC Israel as our independent registered public accountants effective as of the approval by the Meeting and until the Company's next Annual Meeting of Shareholders. As a result of Kesselman &
Kesselman PwC Israel’s familiarity with our operations and its reputation in the auditing field, our Audit Committee and Board of Directors believe that Kesselman & Kesselman PwC Israel has the necessary personnel, professional qualifications
and independence to act as our independent certified public accountants.
At the Meeting, the shareholders will also be asked to delegate to our Board of Directors (or, the Audit Committee, if authorized by the Board of
Directors) the authority to determine the remuneration of our independent certified public accountants according to the volume and nature of their services. With respect to fiscal year 2023, we approved payment to Kesselman & Kesselman PwC
Israel of approximately 396,873 US$ for audit services (including special approvals) and 19,571 US$ for tax-related services.
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It is therefore proposed that at the Meeting the shareholders adopt the following resolution:
“RESOLVED, THAT THE RE-APPOINTMENT OF KESSELMAN & KESSELMAN PWC ISRAEL, A MEMBER OF PRICEWATERHOUSECOOPERS
INTERNATIONAL LTD., AS THE INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS OF THE COMPANY EFFECTIVE AS OF THE APPROVAL BY THE MEETING AND UNTIL THE COMPANY'S NEXT ANNUAL MEETING OF SHAREHOLDERS, BE AND HEREBY IS APPROVED, AND IT IS FURTHER RESOLVED,
THAT THE BOARD OF DIRECTORS (OR, THE AUDIT COMMITTEE, IF AUTHORIZED BY THE BOARD OF DIRECTORS) BE, AND HEREBY ARE, AUTHORIZED TO DETERMINE THE REMUNERATION OF SUCH AUDITORS IN ACCORDANCE WITH THE VOLUME AND NATURE OF THEIR SERVICES.”
ITEM 2: APPROVAL OF THE RE-ELECTION OF EACH OF MR. AMOS MALKA, GILLON BECK AND MS. RONNIE MENINGER (INDEPENDENT DIRECTOR), A TO SERVE AS DIRECTORS OF THE COMPANY EACH TO HOLD
OFFICE UNTIL OUR NEXT ANNUAL MEETING OF SHAREHOLDERS.
The Company's Articles of Association provide for a Board of Directors consisting of no less than two and no more than eleven members. Our Board of
Directors is currently composed of 5 directors (prior to this Meeting), including two external director appointed in accordance with the Companies Law. Our directors, other than our external directors, are elected at each annual meeting of
shareholders. All the members of our Board of Directors (except the external directors who may be re-elected pursuant to the terms and subject to the conditions stipulated in the Companies Law) may be re-elected upon completion of their term of
office.
At the Meeting, our shareholders are being asked to re-elect Mr. Amos Malka and Ms. Ronnie Meninger (Independent Director) to serve as directors of the
Company, to hold office until our next Annual General Meeting of Shareholders and to elect Mr. Gillon Beck to serve as director of the Company, to hold office until our next Annual General Meeting of Shareholders.
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. Our Board of Directors determined that at least two directors must have “accounting and financial expertise” as such term is defined by regulations promulgated under the Companies Law. The audit
committee determined on July 18th 2022 that Ms. Ronnie Meninger qualifies as an “independent” director within the meaning of this term under the Companies Law.
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We are a “controlled company” within the meaning of the NASDAQ Marketplace Rules. As such, we are exempt from the NASDAQ Marketplace Rules requirement
that a majority of a company’s Board of Directors must qualify as independent directors within the meaning of the NASDAQ Marketplace Rules. We are also exempt from the NASDAQ Marketplace Rules requirement regarding the process for the nomination
of directors; instead, we follow Israeli law and practice in accordance with which directors are proposed by the Board of Directors and elected by the shareholders, unless otherwise provided in a company’s articles of association. Our articles of
association provide that the directors (except the external directors) may also be appointed by a vote of a majority of directors then in office. Our practice has been that our director nominees are presented in our proxy statement for election
at our annual meetings of shareholders.
Under the Companies Law, the affirmative vote of the holders of a majority of the voting power represented at the Meeting, in person or by proxy,
entitled to vote and voting thereon, is required to re-elect each of the nominees named above.
Set forth below is information about each nominee, including age, position(s) held with the Company, principal occupation, business history and other
directorships held.
Mr. Amos Malka (71) was elected as Chairman of our Board of Directors in June 2016. Mr. Malka is the founder and chairman of Spire
Security Solutions Ltd., a security, intelligence and cyber security provider. From 2018 until 2022 Mr. Malka was the Chairman of the Board of Directors of Aitech Rugged Group Inc. From 2007 until 2015, Mr. Malka served as the chairman and CEO of
Logic Industries Ltd. From 2007 until 2010, he also served as chairman of Plasan Sasa LTD., an armored vehicle manufacturer. From 2005 until 2007, he served as the chairman of Albar, a leading company in the Israeli automobile sector. From 2002
until 2005, Mr. Malka served as the CEO of Elul Technologies Ltd., Israel’s largest aerospace and defense business development and consulting company.Mr. Malka also serves on the boards of directors of Imagesat International and Delek
Automotive System. Mr. Malka retired from the IDF in 2002 at the rank of Major General, after 31 years of service. He served as commander of the IDF Ground Forces Command, and later as Head of the Israeli Defense Intelligence, a post he held
until his retirement in 2002. Mr. Malka holds B.A. in History from Tel Aviv University, Israel. He also graduated from the IDF Staff & Command College and its National Defense Academy.
Mr. Gillon Beck (62) joined TAT’s Board of Directors in Novembr 2022, Mr. Beck has been a Senior Partner at FIMI Opportunity Funds,
the controlling shareholder of TAT, as well as a Director of the FIMI Opportunity Funds’ General Partners and SPV companies. In addition, Mr. Beck currently serves as Chairman of the Board of ImageSat Ltd(TASE), Emet Computing Ltd. (TASE), Hiper
Global TASE), Gal-Shvav Ltd, Bet Shemesh Engines Ltd. (TASE), Inrom Industries Ltd., Senstar Technologies Corporation Ltd. (NASDAQ) Bird Aerosystems Ltd, and is a director of Rafa Laboratories Ltd., Simplivia Ltd., Orbit Technologies Ltd (TASE) ,
Carmel Forge Ltd., AITECH Ltd, Stern Engineering Ltd., Utron Ltd. ( TASE) and Unitronics (1989) (RG) Ltd (TASE) Payton Industries (TASE), Payton Planar (BSE). During the past five years, Mr. Beck had served as a member of the Board of Directors
of the following public companies: Ham-Let Ltd., Inrom Construction Ltd. From 1999 to 2003, Mr. Beck served as Chief Executive Officer and President of Arad Ltd. (TASE). Mr. Beck received a Bachelor of Science degree (Cum Laude) in Industrial
Engineering in 1990 from the Technion – Israel Institute of Technology, and a Master of Business Administration in Finance in 1992 from Bar-Ilan University.
8
Ms. Ronnie Meninger (67) joined TAT's Board of Directors as an independent director in November 2021. Ms. Meninger bring vast
experience in industrial companies, having served as CEO of Chemada fine chemicals Ltd. And Algatechnologies Ltd. Among other managerial positions in various companies. She also serves on the boards of Kafrit, Albaad and Maytronics. For the last
6 years she acts as a business consultant for companies and startups. Mrs. Meninger holds a BSc in Life Sciences and an MBA from the Hebrew University of Jerusalem.
Board Diversity
We are dedicated to ensuring equality and diversity in our Company. Our Board of Directors has no specific policy on director diversity. However, the Board reviews diversity of
viewpoints, background, experience, accomplishments, education and skills when evaluating nominees. In addition, Nasdaq’s recently adopted Board Diversity Rule is a disclosure standard designed to encourage a minimum board diversity objective for
companies and provide stakeholders with consistent, comparable disclosures concerning a listed company’s current board composition. Since the Board Diversity Rule became effective in August 2022, a company that is a “foreign private issuer” (as
defined in SEC rules) like TAT will be required to initially have, or explain why it does not have, at least one director who self-identifies as female, an underrepresented minority or LGBTQ+. Our current board composition follows these
requirements. Each term used above and, in the matrix, below has the meaning given to it in Nasdaq Listing Rule 5605(f). The matrix below provides certain highlights of the composition of our Board members based on self-identification.
|
Country of Principal Executive Offices
|
Israel
|
|
Foreign Private Issuer
|
Yes
|
|
Disclosure Prohibited under Home Country Law
|
No
|
|
Total Number of Directors
|
5
|
|
As of December 31, 2023
Part I: Gender Identity
|
Female
|
Male
|
Non-Binary
|
Did Not Disclose
Gender
|
|
Directors
|
1
|
4
|
||
|
Part II: Demographic Background
|
||||
|
Underrepresented Individual in Home Country Jurisdiction
|
0
|
|||
|
LGBTQ+
|
0
|
|||
|
Did Not Disclose Demographic Background
|
0
|
|||
|
As of June 10, 2024
Part I: Gender Identity
|
Female
|
Male
|
Non-Binary
|
Did Not Disclose
Gender
|
|
Directors
|
1
|
4
|
||
|
Part II: Demographic Background
|
||||
|
Underrepresented Individual in Home Country Jurisdiction
|
0
|
|||
|
LGBTQ+
|
0
|
|||
|
Did Not Disclose Demographic Background
|
0
|
|||
9
Attached as Appendix A are the declarations according to the Companies Law of Mr. Amos Malka, Mr. Gillon
Beck and Ms. Ronnie Meninger.
Each of the director nominees has certified to the Company that he or she complies with all requirements under the Companies Law for serving as a
director.
It is therefore proposed that at the Meeting the shareholders adopt the following resolution:
“RESOLVED, TO APPROVE THE RE-ELECTION OF EACH OF MR. AMOS MALKA, MR. GILLON BECK AND MS.
RONNIE MENINGER (INDEPENDENT DIRECTOR), TO SERVE AS DIRECTORS OF THE COMPANY AND TO HOLD OFFICE UNTIL OUR NEXT ANNUAL GENERAL MEETING OF SHAREHOLDERS”.
ITEM 3: APPROVAL OF THE RE-ELECTION OF MR. MORDECHAI GLICK AS AN EXTERNAL DIRECTOR, AS DEFINED IN THE ISRAELI COMPANIES LAW 5759-1999 (THE "COMPANIES LAW"), INCLUDING THE
APPROVAL OF HIS COMPENSATION TERMS, FOR A THREE-YEAR PERIOD STARTING ON AUGUST 30, 2024
The Companies Law requires Israeli companies with shares that have been offered to the public, to appoint at least two external directors. Our Board of Directors is
currently composed of two external directors appointed in accordance with the Israeli Companies Law (Mr. Mordechai Glick and Mr. Aviram Halevi). The current term of office of Mr. Glick, expires in August 2024, and the shareholders are being asked
to re-elect Mr. Glick as an external director for an additional three-year term.
10
Mr. Mordechai Glick (71) joined TAT's Board of Directors as an external director in August
2021. From 1991 until 2021, Mr. Glick served as the CEO of Overseas Commerce Ltd. a company which is traded on the TASE. Prior to that, from 1979 until 1990, he served as CFO and controller of Clal Trading and its subsidiaries. Since 2021, Mr.
Glick served on the board of directors of Overseas Commerce Ltd. Mr. Glick is a Certified Public Accountant (Israel) and holds a Bachelor’s degree in Accounting and Economics from Bar-Ilan University, Israel.
Mr. Mordechai Glick has certified that he fulfills the conditions required for being appointed as an external director according to the Israeli Companies Law.
Attached as Appendix B is the declaration according to the Companies Law of Mr. Mordechai Glick.
Subject to the approval of Mr. Glick's re-election by the Meeting, Mr. Glick's recompense will include entitlement to benefit from an indemnification, and D&O insurance
under the same conditions as the other directors and in accordance with the Company's Compensation Policy.
Additionally, Subject to the approval of Mr. Glick's re-election by the Meeting, Mr. Glick will be entitled to compensation at the
fixed sum, in accordance with the Compensation Regulations of the Israeli Companies Regulations (Rules Regarding Compensation and Expenses for an External Director), 2000.
The aforementioned compensation terms are the same to the compensation terms he received during his first service as an external director.
It is therefore proposed that at the Meeting the shareholders adopt the following resolution:
“RESOLVED, TO APPROVE THE RE-ELECTION OF MR. GLICK AS AN EXTERNAL DIRECTOR OF THE COMPANY AND TO HOLD OFFICE FOR A
PERIOD OF THREE (3) YEARS STARTING ON AUGUST 30, 2024.
FURTHER RESOLVED, TO APPROVE MR. GLICK'S ENTITLEMENT TO INDEMNIFICATION, D&O INSURANCE IN ACCORDANCE WITH THE COMPANY'S COMPENSATION POLICY AND COMPENSATION AT THE FIXED
SUM, IN ACCORDANCE WITH THE COMPENSATION REGULATIONS OF THE COMPANIES REGULATIONS (RULES REGARDING COMPENSATION AND EXPENSES FOR AN EXTERNAL DIRECTOR), 2000.
11
In accordance with the Israeli Companies Regulations (Reliefs for Companies with Securities Listed on Foreign Stock Exchanges), 5760-2000 (the “Relief Regulations”), a shareholder submitting a
vote for this Item 3 is deemed to confirm to the Company that such shareholder does not have a personal interest in the election of the external director (excluding a personal interest that is not related to a relationship with a controlling
shareholder) and is not a controlling shareholder, unless such shareholder had delivered the Company a notice in writing stating otherwise, no later than 10 a.m., Israel time, on August 14, 2024, to the office of Naschitz, Brandes, Amir &
Co., Advocates, located at 5 Tuval Street, Tel-Aviv, Israel. This notice should be addressed to the attention of Adv. Elad Amir.
ITEM 4: APPROVAL OF THE CANCELLATION OF THE PAR VALUE OF THE COMPANY’S ORDINARY SHARES AND AMENDMENT OF THE ARTICLES OF ASSOCIATION OF THE COMPANY TO REFLECT SUCH CHANGE.
Currently, the Company's Ordinary Shares have a par value of 0.9 NIS.
The Board of Directors recommends that the General Meeting of shareholders approve an amendment to the Company's Articles of Association to cancel the par value of the
Company’s Ordinary Shares.
In modern companies laws the concept of par value of shares is increasingly becoming obsolete. The rationale for the par value concept was originally to set the maximum
liability of a shareholder and to protect creditors of a company. For all intents and purposes, the par value of a share represented the minimum legal price for which a company may issue its shares. Nonetheless, where the par value does not
indicate the real economic value of the share, a par value regime may be misleading and lead to superfluous accounting complexity. International trends calling for the adoption of a no-par value regime believe that such regime may provide
companies with enhanced flexibility in designing the structure of the share capital. The Company therefore desires to cancel its par value.
Moreover, the cancellation of the par value of the Company’s ordinary shares will not alter in any way the rights bestowed by an ordinary share to its holder in relation to
right to vote, receive dividends and to participate in distributions as set forth in the Company’ articles of association.
We propose to amend our Articles of Association in the manner set forth on Appendix C.
It is therefore proposed that at the Meeting the shareholders adopt the following resolution: "RESOLVED, TO APPROVE AN AMENDMENT TO THE COMPANY’S ARTICLES
OF ASSOCIATION CANCELLING THE PAR VALUE OF THE COMPANY’S ORDINARY SHARES."
12
OTHER BUSINESS
The Management knows of no other business to be acted upon at the Meeting. However, if any other business properly comes before the Meeting, the persons named in the
enclosed proxy will vote upon such matters in accordance with their best judgment.
Should changes be made to any Item on the agenda for the Meeting after the publication of this Proxy Statement, we will communicate the changes to our
shareholders through the publication of a press release, a copy of which will be filed with the Securities and Exchange Commission on Form 6-K and with the Israeli Securities Authority.
|
By the Order of the Board of Directors,
|
|
|
/s/ Ehud Ben-Yair, CFO
Dated: June 10, 2024
|
13
APPENDIX A
DECLARATIONS
Director Eligibility Declaration
Pursuant to Sections 224A – 227 of the Companies Law, 5759-1999 (hereinafter: "the Law") and stating the expertise of the director in accordance to the
Companies Regulations (Conditions and Tests for a Professionally Eligible Director with Accounting and Financial Expertise and for a Professionally Eligible Director), 5766-2005, and for observance of Sections 92(A)(12) and 219(d) of the Companies
Law, intended for tenure in TAT TECHNOLOGIES LTD. (hereinafter: "the Company")
Date of appointment: the date of the Annual General meeting of Shareholders
|
Name of Candidate:
|
Amos
|
Malka
|
|||||
|
First name
|
Surname
|
||||||
|
Name in English
|
Amos
|
Malka
|
|||||
|
(according to passport)
|
First name
|
Surname
|
|||||
|
ID No.
|
051760007
|
||||||
|
Date of birth:
|
24/01/1953
|
Nationality: |
Israel
|
||||
|
My address:
|
Shaul Hamelech
|
Tel-Aviv
|
6473301
|
||||
|
Street
|
Town
|
Zip code
|
|||||
Declarations
| A. |
I hereby confirm my consent to serve as a director in the Company.
|
| B. |
I possess the necessary qualifications and skills and have the ability to dedicate the adequate time for the purpose of fulfilling my position as a director in the Company, taking into account, among other things, the Company's special
needs and its size, as required by the Law.
|
My qualifications were presented to the Company. For more information please see the most recent Form 20-F, which includes a updated description of my academic degrees, as well as previous experience
relevant for the evaluation of my suitability to serve as a director.
| C. |
I declare that I meet the eligibility requirements provided for by the Companies Law to serve as a director in the Company, and I declare that:
|
|
|
1.
|
I am not a minor, legally incompetent and I was not declared non-discharged bankrupt.
|
|
|
2.
|
My other positions or occupations will not form a conflict of interests with my position as a director and will not impair my ability to serve as
a director.
|
A - 2
|
|
3.
|
I have not been convicted in a judgment in the first instance of the following offences and if I was previously convicted in a judgment of the
following offences, the court determined, at the time of conviction or thereafter, at my request, that albeit my conviction of the following offences and considering, inter alia, the circumstances
under which the offence was committed, I have no hindrance to serve as a director in a public company or that five years or a shorter period of time (in which I have no hindrance to serve as a director in a public company) elapsed from the
date the judgment of which I was convicted was rendered, at the court's decision:
|
| a) |
Offences pursuant to Sections 290 to 297, 392, 415, 418 to 420 and 422 to 428 of the Penal Law, 5737-1977, and pursuant to Sections 52C, 52D, 53(A) and 54 of the Securities Law, 5728-1968 (hereinafter: "the Securities Law") or Any other offence determined by the Minister of Justice by virtue of Section 226(C) of the Companies Law, 5759-1999.
|
| b) |
Conviction in a court outside Israel of offences of bribery, deceit, offences by managers of a corporate body or offences involving misuse of inside information.
|
|
4.
|
I have not been convicted in a judgment in the first instance of any other offence, which is not mentioned in section 4 above, in respect of which a court holds that, due to the substance, gravity or circumstances of such offense, I am not fit to serve as a director in either a public company or a private company which is a bonds' company and if I was convicted in the past in a judgment in the first instance of the abovementioned offence, five years or a shorter period of time (in which I have no hindrance to serve as a director in a public company or a Bonds' company) elapsed from the date the judgment of which I was convicted was rendered, at the court's decision. |
|
5.
|
No means of Enforcement (as defined in the Securities Law) have been imposed on me by The Administrative Enforcement Committee (as defined in the Securities Law) which forbids me to serve as a director in any public company or Bonds' company and/or the Company and if such means of enforcement was imposed on me, the period prescribed by the Administrative Enforcement Committee in its decision elapsed. |
|
6.
|
If I cease to meet any of the conditions required pursuant to the Companies Law to my serving as a director in the Company or if there is any ground for the expiry of my tenure as a director in the Company, including due to conviction by a judgment in the first instance of an offence as stated in Section 4(A) or 5 above and/or due to a decision of the Administrative Enforcement Committee, as defined above – I will immediately inform the Company accordingly and my tenure will expire on the date the notice is delivered. I am aware that pursuant to Section 234 of the Companies Law, breaching such duty of disclosure will be deemed as having committed a breach of my fiduciary duty to the Company. |
A - 3
| D. |
For the purpose of considering whether you are eligible to serve as a director with accounting and financial expertise or Professionally Eligible Director, please declare as follows, all definiteness are as of
the date hereof in the Companies Regulations (Conditions and Tests for a Professionally Eligible Director with Accounting and Financial Expertise and for a Professionally Eligible Director), 5766-2005: 1
|
☐ Eligible to serve as a Director with accounting and financial expertise;
☒ Eligible to serve as a Professionally Eligible Director;
☐ None of the above;
| E. |
For the purpose of considering whether you are an independent director, I declare as follows2:
|
|
☒
|
I am not a relative of the Company's controlling person.
|
|
☒
|
At the time of the appointment or during the preceding two years I, my Relative, employer, direct or indirect supervisor or the corporation of
which I am the controlling person, have no connection to the Company, to the Company's controlling person or to the controlling person's Relative or to another corporation or company having no controlling person or to anyone holding the
controlling block or to anyone who is, at the time of the appointment, the chairman of the board of directors, the CEO, substantial shareholder or most senior office holder in the financial area;
|
For the purpose of the declaration pursuant to this Section E:
"Connection" – the existence of labor relations, business or professional relations generally or control as well as acting as an office holder, other than a director appointed
to serve as an external director in a company about to offer shares to the public for the first time, other than extraordinary cases pursuant to the Companies Regulations (Matters that do not Constitute Connection), 5767-2006 and other than serving
as a director in a company prior to being classified as an independent director;
"Another Corporation" – a corporation the controlling person of which, at the time of the appointment or during the preceding two years, is the Company or its controlling
person.
"Relative" – spouse, brother or sister, parent, parent's parents, offspring as well as the offspring, brother, sister or parent of the spouse or the spouse of each of the
aforesaid.
Without derogating from the abovementioned, I, my Relative, employer, direct or indirect supervisor or the corporation of which I am the controlling person, have no business or
professional relationship with anyone the connection with is forbidden pursuant to the provisions in this Section above, even if such relationship is not generally, other than minor relationship, and I did not receive any consideration in addition to
the compensation and expense reimbursement to which I am entitled, pursuant to the Companies Regulations (Rules regarding Compensation and Expense Reimbursement of External Directors), 5760-2000, directly or
indirectly, due to serving as a director in the Company.
1 Please tick all relevant boxes.
2 Please tick all relevant boxes.
A - 4
I know that if such relations shall take place and/or such consideration will be received by me during my tenure, it will be seen as a breach of the terms required for my
appointment or tenure as Independent Director.
| ☒ |
My other positions or occupations do not or may not form a conflict of interests with my position as a director and will not impair my ability to serve as a director.
|
| ☒ |
I do not serve as a director in another company in which any of the Company's directors serves as an independent director3.
|
| ☒ |
I am not an employee of the Securities Authority nor am I an employee of any stock exchange in Israel.
|
| ☒ |
I do not serve as a director in the Company for more nine consecutive years.
|
For the purpose of the declaration pursuant to this Section E:
The termination of tenure which does not exceed two years will not be regarded as terminating the continuity of tenure.
For the purpose of this Section an "Independent Director" is a director meeting all the conditions and tests in Section E above.
| ☐ |
I do not meet all or some of the conditions and tests stated above and therefore, I do not meet the definition of an "Independent Director".
|
| F. |
My holdings of Securities of the Company, its Held Company4, if its activity is material for the Company's activity, are as follows: None.
|
| G. |
I am aware that I must immediately report the Company of any increase or decrease in my holdings of Securities of the Company, or a Held Company4, if its activity is material for the Company's activity.
|
| H. |
Are you an employee/office holder of the Company, its subsidiary, an affiliate thereto or a party of interest of the Company, if so – do provide further details: I was elected as the Chairman of the Board of Directors in June 2016.
|
| I. |
Are you a family member of a senior office holder in the Company or of a party of interest of the Company, if so – do provide further details: No
|
| J. |
After having carefully read and understood all the aforesaid, I declare that all the aforesaid is true and that the identifying details are accurate and full and have been written by me, in my handwriting, and
that I am aware that the provisions of the Companies Law stated above are not an exhaustive and final list and I know my full duties and rights pursuant to the Law.
|
In addition, I do not know of any other substantial detail that may affect my tenure as a director and/or the decision of the Company's audit committee as to my compliance with
the eligibility conditions and tests to serve as an Independent Director and that had I known of any such detail, I would have indicated it in the declaration. If such detail is known to me, I will notify the Company immediately.
|
5.14.2024
Date
|
/s/ Amos Malka
Signature
|
3 Including an External Director.
4 "Held Company" – a consolidated company, a proportionately consolidated company or an associate. "Associate" - as defined in the generally accepted accounting principles, and a company in which the
corporation holds joint control and which is treated in accordance with the equity method.
A - 5
Director Eligibility Declaration
Pursuant to Sections 224A – 227 of the Companies Law, 5759-1999 (hereinafter: "the Law") and stating the expertise of the director in accordance to the
Companies Regulations (Conditions and Tests for a Professionally Eligible Director with Accounting and Financial Expertise and for a Professionally Eligible Director), 5766-2005, and for observance of Sections 92(A)(12) and 219(d) of the Companies
Law, intended for tenure in TAT TECHNOLOGIES LTD. (hereinafter: "the Company")
Date of appointment: the date of the Annual General meeting of Shareholders
|
Name of Candidate:
|
Gillon
|
Beck
|
|||||
|
First name
|
Surname
|
||||||
|
Name in English
|
Gillon
|
Beck
|
|||||
|
(according to passport)
|
First name
|
Surname
|
|||||
|
ID No.
|
57382780
|
||||||
|
Date of birth:
|
16/02/1962
|
|
Nationality:
|
Israel
|
|||
|
My address:
|
Igal Alon
|
Tel Aviv-Yaffo
|
6789141
|
||||
|
Street
|
Town
|
Zip code
|
|||||
Declarations
| A. |
I hereby confirm my consent to serve as a director in the Company.
|
| B. |
I possess the necessary qualifications and skills and have the ability to dedicate the adequate time for the purpose of fulfilling my position as a director in the Company, taking into account, among other things, the Company's special
needs and its size, as required by the Law.
|
My qualifications were presented to the Company. For more information please see the Proxy Statement for the Annual General Meeting, which includes a updated description of my academic degrees, as
well as previous experience relevant for the evaluation of my suitability to serve as a director.
| C. |
I declare that I meet the eligibility requirements provided for by the Companies Law to serve as a director in the Company, and I declare that:
|
|
|
1.
|
I am not a minor, legally incompetent and I was not declared non-discharged bankrupt.
|
|
|
2.
|
My other positions or occupations will not form a conflict of interests with my position as a director and will not impair my ability to
serve as a director.
|
A - 6
|
|
3.
|
I have not been convicted in a judgment in the first instance of the following offences and if I was previously convicted in a judgment of
the following offences, the court determined, at the time of conviction or thereafter, at my request, that albeit my conviction of the following offences and considering, inter alia, the
circumstances under which the offence was committed, I have no hindrance to serve as a director in a public company or that five years or a shorter period of time (in which I have no hindrance to serve as a director in a public company)
elapsed from the date the judgment of which I was convicted was rendered, at the court's decision:
|
| a) |
Offences pursuant to Sections 290 to 297, 392, 415, 418 to 420 and 422 to 428 of the Penal Law, 5737-1977, and pursuant to Sections 52C, 52D, 53(A) and 54 of the Securities Law, 5728-1968 (hereinafter: "the
Securities Law") or Any other offence determined by the Minister of Justice by virtue of Section 226(C) of the Companies Law, 5759-1999.
|
| b) |
Conviction in a court outside Israel of offences of bribery, deceit, offences by managers of a corporate body or offences involving misuse of inside information.
|
|
4.
|
I have not been convicted in a judgment in the first instance of any other offence, which is not mentioned in section 4 above, in respect of which a court holds that, due to the substance, gravity or circumstances of such offense, I am not fit to serve as a director in either a public company or a private company which is a bonds' company and if I was convicted in the past in a judgment in the first instance of the abovementioned offence, five years or a shorter period of time (in which I have no hindrance to serve as a director in a public company or a Bonds' company) elapsed from the date the judgment of which I was convicted was rendered, at the court's decision. |
|
5.
|
No means of Enforcement (as defined in the Securities Law) have been imposed on me by The Administrative Enforcement Committee (as defined in the Securities Law) which forbids me to serve as a director in any public company or Bonds' company and/or the Company and if such means of enforcement was imposed on me, the period prescribed by the Administrative Enforcement Committee in its decision elapsed. |
|
6.
|
If I cease to meet any of the conditions required pursuant to the Companies Law to my serving as a director in the Company or if there is any ground for the expiry of my tenure as a director in the Company, including due to conviction by a judgment in the first instance of an offence as stated in Section 4(A) or 5 above and/or due to a decision of the Administrative Enforcement Committee, as defined above – I will immediately inform the Company accordingly and my tenure will expire on the date the notice is delivered. I am aware that pursuant to Section 234 of the Companies Law, breaching such duty of disclosure will be deemed as having committed a breach of my fiduciary duty to the Company. |
A - 7
| D. |
For the purpose of considering whether you are eligible to serve as a director with accounting and financial expertise or Professionally Eligible Director, please declare as follows, all definiteness are as of the date hereof in the
Companies Regulations (Conditions and Tests for a Professionally Eligible Director with Accounting and Financial Expertise and for a Professionally Eligible Director), 5766-2005: 1
|
☒ Eligible to serve as a Director with accounting and financial expertise;
☐ Eligible to serve as a Professionally Eligible Director;
☐ None of the above;
| E. |
My holdings of Securities of the Company, its Held Company2, if its activity is material for the Company's activity, are as follows: None.
|
| F. |
I am aware that I must immediately report the Company of any increase or decrease in my holdings of Securities of the Company, or a Held Company4, if its activity is material for the Company's activity.
|
| G. |
Are you an employee/office holder of the Company, its subsidiary, an affiliate thereto or a party of interest of the Company, if so – do provide further details: I am a partner in the FIMI fund, the controlling shareholder of the
company.
|
| H. |
Are you a family member of a senior office holder in the Company or of a party of interest of the Company, if so – do provide further details: No
|
| I. |
After having carefully read and understood all the aforesaid, I declare that all the aforesaid is true and that the identifying details are accurate and full and have been written by me, in my handwriting, and that I am aware that the
provisions of the Companies Law stated above are not an exhaustive and final list and I know my full duties and rights pursuant to the Law.
|
In addition, I do not know of any other substantial detail that may affect my tenure as a director and/or the decision of the Company's audit committee as to my compliance with
the eligibility conditions and tests to serve as an Independent Director and that had I known of any such detail, I would have indicated it in the declaration. If such detail is known to me, I will notify the Company immediately.
|
5.12.2024
Date
|
/s/ Gilon Beck
Signature
|
1 Please tick all relevant boxes.
2 "Held Company" – a consolidated company, a proportionately consolidated company or an associate. "Associate" - as defined in the generally accepted accounting principles, and a company in which the
corporation holds joint control and which is treated in accordance with the equity method.
A - 8
Director Eligibility Declaration
Pursuant to Sections 224A – 227 of the Companies Law, 5759-1999 (hereinafter: "the Law") and stating the expertise of the director in accordance to the
Companies Regulations (Conditions and Tests for a Professionally Eligible Director with Accounting and Financial Expertise and for a Professionally Eligible Director), 5766-2005, and for observance of Sections 92(A)(12) and 219(d) of the Companies
Law, intended for tenure in TAT TECHNOLOGIES LTD. (hereinafter: "the Company")
Date of appointment: the date of the Annual General meeting of Shareholders
|
Name of Candidate:
|
Ronnie
|
Meninger
|
|||||
|
First name
|
Surname
|
||||||
|
Name in English
|
Ronnie
|
Meninger
|
|||||
|
(according to passport)
|
First name
|
Surname
|
|||||
|
ID No.
|
54484860
|
||||||
|
Date of birth:
|
September 28, 1956
|
|
Nationality:
|
Israeli
|
|||
|
My address:
|
21 Habesor St.
|
Meitar
|
85025
|
||||
|
Street
|
Town
|
Zip code
|
|||||
Declarations
| A. |
I hereby confirm my consent to serve as a director in the Company.
|
| B. |
I possess the necessary qualifications and skills and have the ability to dedicate the adequate time for the purpose of fulfilling my position as a director in the Company, taking into account, among other things, the Company's special
needs and its size, as required by the Law.
|
My qualifications were presented to the Company. For more information please see the most recent Form 20-F, which includes a updated description of my academic degrees, as well
as previous experience relevant for the evaluation of my suitability to serve as a director.
| C. |
I declare that I meet the eligibility requirements provided for by the Companies Law to serve as a director in the Company, and I declare that:
|
|
|
1.
|
I am not a minor, legally incompetent and I was not declared non-discharged bankrupt.
|
|
|
2.
|
My other positions or occupations will not form a conflict of interests with my position as a director and will not impair my ability to
serve as a director.
|
A - 9
|
|
3.
|
I have not been convicted in a judgment in the first instance of the following offences and if I was previously convicted in a judgment of
the following offences, the court determined, at the time of conviction or thereafter, at my request, that albeit my conviction of the following offences and considering, inter alia, the
circumstances under which the offence was committed, I have no hindrance to serve as a director in a public company or that five years or a shorter period of time (in which I have no hindrance to serve as a director in a public
company) elapsed from the date the judgment of which I was convicted was rendered, at the court's decision:
|
| a) |
Offences pursuant to Sections 290 to 297, 392, 415, 418 to 420 and 422 to 428 of the Penal Law, 5737-1977, and pursuant to Sections 52C, 52D, 53(A) and 54 of the Securities Law, 5728-1968 (hereinafter: "the
Securities Law") or Any other offence determined by the Minister of Justice by virtue of Section 226(C) of the Companies Law, 5759-1999.
|
| b) |
Conviction in a court outside Israel of offences of bribery, deceit, offences by managers of a corporate body or offences involving misuse of inside information.
|
|
4.
|
I have not been convicted in a judgment in the first instance of any other offence, which is not mentioned in section 4 above, in respect of which a court holds that, due to the substance, gravity or circumstances of such offense, I am not fit to serve as a director in either a public company or a private company which is a bonds' company and if I was convicted in the past in a judgment in the first instance of the abovementioned offence, five years or a shorter period of time (in which I have no hindrance to serve as a director in a public company or a Bonds' company) elapsed from the date the judgment of which I was convicted was rendered, at the court's decision. |
|
5.
|
No means of Enforcement (as defined in the Securities Law) have been imposed on me by The Administrative Enforcement Committee (as defined in the Securities Law) which forbids me to serve as a director in any public company or Bonds' company and/or the Company and if such means of enforcement was imposed on me, the period prescribed by the Administrative Enforcement Committee in its decision elapsed. |
|
6.
|
If I cease to meet any of the conditions required pursuant to the Companies Law to my serving as a director in the Company or if there is any ground for the expiry of my tenure as a director in the Company, including due to conviction by a judgment in the first instance of an offence as stated in Section 4(A) or 5 above and/or due to a decision of the Administrative Enforcement Committee, as defined above – I will immediately inform the Company accordingly and my tenure will expire on the date the notice is delivered. I am aware that pursuant to Section 234 of the Companies Law, breaching such duty of disclosure will be deemed as having committed a breach of my fiduciary duty to the Company. |
A - 10
| D. |
For the purpose of considering whether you are eligible to serve as a director with accounting and financial expertise or Professionally Eligible Director, please declare as follows, all definiteness are as of the date hereof in the
Companies Regulations (Conditions and Tests for a Professionally Eligible Director with Accounting and Financial Expertise and for a Professionally Eligible Director), 5766-2005: 1
|
☒ Eligible to serve as a Director with accounting and financial expertise;
☐ Eligible to serve as a Professionally Eligible Director;
☐ None of the above;
| E. |
For the purpose of considering whether you are an independent director, I declare as follows2:
|
|
☒
|
I am not a relative of the Company's controlling person.
|
|
☒
|
At the time of the appointment or during the preceding two years I, my Relative, employer, direct or indirect supervisor or the corporation of
which I am the controlling person, have no connection to the Company, to the Company's controlling person or to the controlling person's Relative or to another corporation or company having no controlling person or to anyone holding the
controlling block or to anyone who is, at the time of the appointment, the chairman of the board of directors, the CEO, substantial shareholder or most senior office holder in the financial area;
|
For the purpose of the declaration pursuant to this Section E:
"Connection" – the existence of labor relations, business or professional relations generally or control as well as acting as an office holder, other than a director appointed
to serve as an external director in a company about to offer shares to the public for the first time, other than extraordinary cases pursuant to the Companies Regulations (Matters that do not Constitute Connection), 5767-2006 and other than serving
as a director in a company prior to being classified as an independent director;
"Another Corporation" – a corporation the controlling person of which, at the time of the appointment or during the preceding two years, is the Company or its controlling
person.
"Relative" – spouse, brother or sister, parent, parent's parents, offspring as well as the offspring, brother, sister or parent of the spouse or the spouse of each of the
aforesaid.
Without derogating from the abovementioned, I, my Relative, employer, direct or indirect supervisor or the corporation of which I am the controlling person, have no business
or professional relationship with anyone the connection with is forbidden pursuant to the provisions in this Section above, even if such relationship is not generally, other than minor relationship, and I did not receive any consideration in
addition to the compensation and expense reimbursement to which I am entitled, pursuant to the Companies Regulations (Rules regarding Compensation and Expense Reimbursement of External Directors), 5760-2000,
directly or indirectly, due to serving as a director in the Company.
1 Please tick all relevant boxes.
2 Please tick all relevant boxes.
A - 11
I know that if such relations shall take place and/or such consideration will be received by me during my tenure, it will be seen as a breach of the terms required for my
appointment or tenure as Independent Director.
| ☒ |
My other positions or occupations do not or may not form a conflict of interests with my position as a director and will not impair my ability to serve as a director.
|
| ☒ |
I do not serve as a director in another company in which any of the Company's directors serves as an independent director3.
|
| ☒ |
I am not an employee of the Securities Authority nor am I an employee of any stock exchange in Israel.
|
| ☒ |
I do not serve as a director in the Company for more nine consecutive years.
|
For the purpose of the declaration pursuant to this Section E:
The termination of tenure which does not exceed two years will not be regarded as terminating the continuity of tenure.
For the purpose of this Section an "Independent Director" is a director meeting all the conditions and tests in Section E above.
| ☐ |
I do not meet all or some of the conditions and tests stated above and therefore, I do not meet the definition of an "Independent Director".
|
| F. |
My holdings of Securities of the Company, its Held Company4, if its activity is material for the Company's activity ,are as follows: None
|
| G. |
I am aware that I must immediately report the Company of any increase or decrease in my holdings of Securities of the Company, or a Held Company4, if its activity is material for the Company's activity.
|
| H. |
Are you an employee/office holder of the Company, its subsidiary, an affiliate thereto or a party of interest of the Company, if so – do provide further details: No
|
| I. |
Are you a family member of a senior office holder in the Company or of a party of interest of the Company, if so – do provide further details: No
|
| J. |
After having carefully read and understood all the aforesaid, I declare that all the aforesaid is true and that the identifying details are accurate and full and have been written by me, in my handwriting, and that I am aware that the
provisions of the Companies Law stated above are not an exhaustive and final list and I know my full duties and rights pursuant to the Law.
|
In addition, I do not know of any other substantial detail that may affect my tenure as a director and/or the decision of the Company's audit committee as to my compliance with
the eligibility conditions and tests to serve as an Independent Director and that had I known of any such detail, I would have indicated it in the declaration. If such detail is known to me, I will notify the Company immediately.
|
5.15.2024
Date
|
/s/ Ronnie Meninger
Signature
|
3 Including an External Director.
4 "Held Company" – a consolidated company, a proportionately consolidated company or an associate. "Associate" - as defined in the generally accepted accounting principles, and a company in which the
corporation holds joint control and which is treated in accordance with the equity method.
A - 12
APPENDIX B
EXTERNAL DIRECTOR DECLARATION
External Director Eligibility Declaration
Pursuant to Sections 240(b)- (e) of the Companies Law, 5759-1999 (hereinafter: "the Law") and stating the expertise of the director in accordance to the
Companies Regulations (Conditions and Tests for a Professionally Eligible Director with Accounting and Financial Expertise and for a Professionally Eligible Director), 5766-2005, and for observance of Sections 92(A)(12) and 219(d) of the
Companies Law, intended for tenure in TAT TECHNOLOGIES LTD. (hereinafter: "the Company")
Date of appointment: the date of the Annual General meeting of Shareholders
|
Name of Candidate:
|
Mordechai
|
Glick
|
|||||
|
First name
|
Surname
|
||||||
|
Name in English
|
Mordechai
|
Glick
|
|||||
|
(according to passport)
|
First name
|
Surname
|
|||||
|
ID No.
|
065544397
|
||||||
|
Date of birth:
|
August 20, 1952
|
|
Nationality:
|
Israeli
|
|||
|
My address:
|
3 Hateena St.
|
Meitar
|
4481300
|
||||
|
Street
|
Town
|
Zip code
|
|||||
Declarations
| A. |
I hereby confirm my consent to serve as a External director in the Company.
|
| B. |
I possess the necessary qualifications and skills and have the ability to dedicate the adequate time for the purpose of fulfilling my position as a director in the Company, taking into account, among other things, the Company's
special needs and its size, as required by the Law.
|
My qualifications were presented to the Company. For more information please see the most recent Form 20-F, which includes a updated description of my academic degrees, as well as previous
experience relevant for the evaluation of my suitability to serve as a director.
| C. |
I declare that I meet the eligibility requirements provided for by the Companies Law to serve as a director in the Company, and I declare that:
|
|
|
1.
|
I am not a minor, legally incompetent and I was not declared non-discharged bankrupt.
|
|
|
2.
|
My other positions or occupations will not form a conflict of interests with my position as a director and will not impair my ability
to serve as a director.
|
B - 2
|
|
3.
|
I have not been convicted in a judgment in the first instance of the following offences and if I was previously convicted in a
judgment of the following offences, the court determined, at the time of conviction or thereafter, at my request, that albeit my conviction of the following offences and considering, inter alia,
the circumstances under which the offence was committed, I have no hindrance to serve as a director in a public company or that five years or a shorter period of time (in which I have no hindrance to serve as a director in a
public company) elapsed from the date the judgment of which I was convicted was rendered, at the court's decision:
|
| a) |
Offences pursuant to Sections 290 to 297, 392, 415, 418 to 420 and 422 to 428 of the Penal Law, 5737-1977, and pursuant to Sections 52C, 52D, 53(A) and 54 of the Securities Law, 5728-1968 (hereinafter: "the Securities Law") or Any other offence determined by the Minister of Justice by virtue of Section 226(C) of the Companies Law, 5759-1999.
|
| b) |
Conviction in a court outside Israel of offences of bribery, deceit, offences by managers of a corporate body or offences involving misuse of inside information.
|
|
4.
|
I have not been convicted in a judgment in the first instance of any other offence, which is not mentioned in section 4 above, in respect of which a court holds that, due to the substance, gravity or circumstances of such offense, I am not fit to serve as a director in either a public company or a private company which is a bonds' company and if I was convicted in the past in a judgment in the first instance of the abovementioned offence, five years or a shorter period of time (in which I have no hindrance to serve as a director in a public company or a Bonds' company) elapsed from the date the judgment of which I was convicted was rendered, at the court's decision. |
|
5.
|
No means of Enforcement (as defined in the Securities Law) have been imposed on me by The Administrative Enforcement Committee (as defined in the Securities Law) which forbids me to serve as a director in any public company or Bonds' company and/or the Company and if such means of enforcement was imposed on me, the period prescribed by the Administrative Enforcement Committee in its decision elapsed. |
|
6.
|
If I cease to meet any of the conditions required pursuant to the Companies Law to my serving as a director in the Company or if there is any ground for the expiry of my tenure as a director in the Company, including due to conviction by a judgment in the first instance of an offence as stated in Section 4(A) or 5 above and/or due to a decision of the Administrative Enforcement Committee, as defined above – I will immediately inform the Company accordingly and my tenure will expire on the date the notice is delivered. I am aware that pursuant to Section 234 of the Companies Law, breaching such duty of disclosure will be deemed as having committed a breach of my fiduciary duty to the Company. |
B - 3
| D. |
For the purpose of considering whether you are eligible to serve as a director with accounting and financial expertise or Professionally Eligible Director, please declare as follows, all definiteness are as of the date hereof in
the Companies Regulations (Conditions and Tests for a Professionally Eligible Director with Accounting and Financial Expertise and for a Professionally Eligible Director), 5766-2005: 1
|
☐ Eligible to serve as a Director with accounting and financial expertise;
☒ Eligible to serve as a Professionally Eligible Director;
☐ None of the above;
| E. |
For the purpose of considering whether you are an independent director, I declare as follows2:
|
|
☒
|
I am not a relative of the Company's controlling person.
|
|
☒
|
At the time of the appointment or during the preceding two years I, my Relative, employer, direct or indirect supervisor or the
corporation of which I am the controlling person, have no connection to the Company, to the Company's controlling person or to the controlling person's Relative or to another corporation or company having no controlling person or to
anyone holding the controlling block or to anyone who is, at the time of the appointment, the chairman of the board of directors, the CEO, substantial shareholder or most senior office holder in the financial area;
|
For the purpose of the declaration pursuant to this Section E:
"Connection" – the existence of labor relations, business or professional relations generally or control as well as acting as an office holder, other than a director
appointed to serve as an external director in a company about to offer shares to the public for the first time, other than extraordinary cases pursuant to the Companies Regulations (Matters that do not Constitute Connection), 5767-2006 and
other than serving as a director in a company prior to being classified as an independent director;
"Another Corporation" – a corporation the controlling person of which, at the time of the appointment or during the preceding two years, is the Company or its
controlling person.
"Relative" – spouse, brother or sister, parent, parent's parents, offspring as well as the offspring, brother, sister or parent of the spouse or the spouse of each of
the aforesaid.
Without derogating from the abovementioned, I, my Relative, employer, direct or indirect supervisor or the corporation of which I am the controlling person, have no
business or professional relationship with anyone the connection with is forbidden pursuant to the provisions in this Section above, even if such relationship is not generally, other than minor relationship, and I did not receive any
consideration in addition to the compensation and expense reimbursement to which I am entitled, pursuant to the Companies Regulations (Rules regarding Compensation and Expense Reimbursement of External Directors),
5760-2000, directly or indirectly, due to serving as a director in the Company.
1 Please tick all relevant boxes.
2 Please tick all relevant boxes.
B - 4
I know that if such relations shall take place and/or such consideration will be received by me during my tenure, it will be seen as a breach of the terms required for my
appointment or tenure as Independent Director.
| ☒ |
My other positions or occupations do not or may not form a conflict of interests with my position as a director and will not impair my ability to serve as a director.
|
| ☒ |
I do not serve as a director in another company in which any of the Company's directors serves as an independent director3.
|
| ☒ |
I am not an employee of the Securities Authority nor am I an employee of any stock exchange in Israel.
|
| ☒ |
I do not serve as a director in the Company for more nine consecutive years.
|
For the purpose of the declaration pursuant to this Section E:
The termination of tenure which does not exceed two years will not be regarded as terminating the continuity of tenure.
For the purpose of this Section an "Independent Director" is a director meeting all the conditions and tests in Section E above.
| ☐ |
I do not meet all or some of the conditions and tests stated above and therefore, I do not meet the definition of an "Independent Director".
|
| F. |
My holdings of Securities of the Company, its Held Company4, if its activity is material for the Company's activity ,are as follows: None
|
| G. |
I am aware that I must immediately report the Company of any increase or decrease in my holdings of Securities of the Company, or a Held Company4, if its activity is material for the Company's activity.
|
| H. |
Are you an employee/office holder of the Company, its subsidiary, an affiliate thereto or a party of interest of the Company, if so – do provide further details: No.
|
| I. |
Are you a family member of a senior office holder in the Company or of a party of interest of the Company, if so – do provide further details: No
|
| J. |
After having carefully read and understood all the aforesaid, I declare that all the aforesaid is true and that the identifying details are accurate and full and have been written by me, in my handwriting, and that I am aware that
the provisions of the Companies Law stated above are not an exhaustive and final list and I know my full duties and rights pursuant to the Law.
|
In addition, I do not know of any other substantial detail that may affect my tenure as a director and/or the decision of the Company's audit committee as to my compliance
with the eligibility conditions and tests to serve as an Independent Director and that had I known of any such detail, I would have indicated it in the declaration. If such detail is known to me, I will notify the Company immediately.
|
5.20.2024
Date
|
/s/ Mordechai Glick
Signature
|
3 Including an External Director.
4 "Held Company" – a consolidated company, a proportionately consolidated company or an associate. "Associate" - as defined in the
generally accepted accounting principles, and a company in which the corporation holds joint control and which is treated in accordance with the equity method.
B - 5
APPENDIX C
PROPOSED UPDATED ARTICLES OF ASSOCIATION (MARKED)
C - 21
Exhibit 2
TAT Technologies Ltd.
P.O. Box 80, Gedera 70750 Israel
P.O. Box 80, Gedera 70750 Israel
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS OF TAT TECHNOLOGIES LTD.
DIRECTORS OF TAT TECHNOLOGIES LTD.
The undersigned, a shareholder of TAT Technologies Ltd. (the “Company”), an Israeli corporation, hereby appoints Adv. Idan Lidor, and Adv. Shachar Hananel or either of them, attorney or attorneys of the undersigned, 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 and special general meeting of shareholders of the Company to be held at the offices of
Naschitz, Brandes, Amir & Co., Advocates, located at 5 Tuval Street, Tel-Aviv, Israel, on August 15, 2024 at 17:00 P.M. Israel time, or at any adjournment(s) or postponement(s) thereof (the "Meeting"), with respect to all of the ordinary shares, par value NIS 0.90, 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 in 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 Meeting for which
the Board of Directors recommends a “FOR” vote, other than Items 1-2 and Item 4 .
A shareholder’s proxy card must be received by the Company no later than August 15, 2024, 13:00 P.M. Israel
time; otherwise it shall not be valid at the Meeting.
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 Meeting.
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE AND SIGN THIS FORM OF PROXY AND MAIL THE
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 YOUR SHARES. NO POSTAGE NEED BE AFFIXED IF THE PROXY IS MAILED IN THE UNITED STATES.
In accordance with the Israeli Companies Regulations (Reliefs for Companies with Securities Listed on Foreign
Stock Exchanges), 5760-2000 (the “Relief Regulations”), a shareholder submitting a vote for this Item 3 is deemed to confirm to the Company that such shareholder does not have a personal interest in the election of the external director
(excluding a personal interest that is not related to a relationship with a controlling shareholder) and is not a controlling shareholder, unless such shareholder had delivered the Company a notice in writing stating otherwise, no later than 10
a.m., Israel time, on August 14, 2024, to the office of Naschitz, Brandes, Amir & Co., Advocates, located at 5 Tuval Street, Tel-Aviv, Israel. This notice should be addressed to the attention of Adv. Elad Amir.
For information regarding the definitions of “Personal Interest” and “Controlling Shareholder,” please see the
explanation in the Notice of Annual General Meeting of Shareholders and in the Proxy Statement.
|
Item No. 1
|
Approval of the re-appointment of Kesselman & Kesselman PwC Israel, a member of PricewaterhouseCoopers International
Ltd., as our independent certified public accountants, effective as of the approval by the Meeting until our next Annual Meeting of Shareholders, and delegation to the Company's Board of Directors (or, the Audit Committee, if authorized
by the Board of Directors) the authority to determine the accountants' remuneration in accordance with the volume and nature of their services.
|
FOR
|
AGAINST |
ABSTAIN |
| ☐ | ☐ | ☐ | ||
|
Item No. 2
|
Approval of the re-election
of each of Mr. Amos Malka, Mr. Gillon Beck and Roni Meninger (Independent Director), to serve as Directors of the Company each to hold office until our next Annual Meeting of Shareholders.
|
|||
| FOR | AGAINST | ABSTAIN | ||
|
VOTE FOR EACH DIRECTOR SEPARATELY.
|
||||
|
I. Mr. Amos Malka
II. Mr. Gillon Beck
III. Ms. Roni Meninger (Independent Director)
|
☐
☐
☐
|
☐
☐
☐
|
☐
☐
☐
|
|
Item No. 3
|
Approval of the re-election of Mr. Mordechai Glick as an external director, as defined in the Israeli Companies Law 5759-1999
(the "Companies Law"), including the approval of his compensation terms, for a three-year period starting on August 30, 2024
|
FOR
|
AGAINST
|
ABSTAIN
|
| ☐ | ☐ | ☐ | ||
|
Item No. 4
|
Approval of the cancellation of the par value of the company’s Ordinary Shares and amendment of the Articles of
Association of the Company to reflect such change.
|
FOR
|
AGAINST
|
ABSTAIN
|
| ☐ | ☐ | ☐ |
Shareholders entitled to notice of and to vote at the meeting shall be determined as of the close of business on June 26, 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 and special general meeting or any
adjournments thereof.
Signature _________ Date _________ 2024.
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. Corporations 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.