EX-99.2 BYLAWS 3 ea024091701ex99-2_magic.htm MAGIC ANNOUNCE 2025 AGM ON JUNE 10 2025

Exhibit 99.2

 

MAGIC SOFTWARE ENTERPRISES LTD.

 

PROXY FOR 2025 ANNUAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON JUNE 10, 2025

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

 

The undersigned hereby constitutes and appoints Asaf Berenstin the true and lawful attorney, agent and proxy of the undersigned, with full power of substitution to him, to represent and to vote, on behalf of the undersigned, all of the Ordinary Shares of Magic Software Enterprises Ltd. (the “Company”) held of record in the name of the undersigned at the close of business on Monday, May 5, 2025, at the 2025 Annual General Meeting of Shareholders of the Company (the “Meeting”) to be held at the offices of the Company, Terminal Center, 1 Yahadut Canada St., Or Yehuda 6037501, Israel, on Tuesday, June 10, 2025 at 2:00 p.m. (local time), and at any and all adjournments or postponements thereof, on the matters listed on the reverse side, which are more fully described in the Notice of 2025 Annual General Meeting of Shareholders (the “Notice”) and Proxy Statement (the “Proxy Statement”) relating to the Meeting.

 

The undersigned acknowledges the availability to him, her or it of the Notice and Proxy Statement relating to the Meeting.

 

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED. IF NO DIRECTIONS ARE INDICATED WITH RESPECT TO ANY OF PROPOSALS 1 THROUGH 8, THE SHARES REPRESENTED BY THE PROXY WILL BE VOTED BY THE ABOVE-DESIGNATED PROXY “FOR” THAT PROPOSAL, AS RECOMMENDED BY THE COMPANY’S BOARD OF DIRECTORS. THIS PROXY WILL FURTHERMORE BE VOTED AS THE ABOVE-DESIGNATED PROXY SHALL DEEM ADVISABLE ON SUCH OTHER BUSINESS AS MAY COME BEFORE THE MEETING.

  

Any and all proxies heretofore given by the undersigned are hereby revoked.

 

(Continued and to be signed on the reverse side)

 

 

 

 

ANNUAL GENERAL MEETING OF SHAREHOLDERS OF

MAGIC SOFTWARE ENTERPRISES LTD.

 

June 10, 2025

 

Please date, sign and mail

your proxy card in the

envelope provided as soon

as possible.

 

Please detach along perforated line and mail in the envelope provided.

 

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF PROPOSALS 1 THROUGH 8. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE ☒

 

Important Instructions for Proposals 5, 6 and 8:

 

BY EXECUTING AND SUBMITTING THIS PROXY CARD, YOU ARE DEEMED TO CONFIRM THAT YOU ARE NOT A CONTROLLING SHAREHOLDER AND DO NOT HAVE A CONFLICT OF INTEREST (REFERRED TO AS A “PERSONAL INTEREST” UNDER THE ISRAELI COMPANIES LAW) (other than a conflict of interest not deriving from a shareholder’s ties to A controlling shareholder, IN THE CASE OF PROPOSALS 5 AND 6) IN THE APPROVAL OF PROPOSALS 5, 6 OR 8.

 

If you believe that you, or a related party of yours, has such a conflict of interest, or if you are a controlling shareholder, and you wish to participate in the vote on Proposals 5, 6 and/or 8, you should contact the Company’s Chief Financial Officer, Asaf Berenstin, at aberenstein@magicsoftware.com, who will instruct you how to submit your vote. In that case, your vote will count towards or against the ordinary majority required for the approval of Proposals 5, 6 and/or 8 (as applicable) but will not count towards or against the special majority required for the approval of that/those proposal(s).

 

PROPOSAL 

 

(1) To re-elect Guy Bernstein for a term expiring at the Company’s 2026 Annual General Meeting of Shareholders.

 

    FOR   AGAINST   ABSTAIN  
GUY BERNSTEIN        

 

(2) To re-elect Naamit Salomon for a term expiring at the Company’s 2026 Annual General Meeting of Shareholders.

 

    FOR   AGAINST   ABSTAIN  
NAAMIT SALOMON        

 

(3) To re-elect Avi Zakay for a term expiring at the Company’s 2026 Annual General Meeting of Shareholders.

 

    FOR   AGAINST   ABSTAIN  
AVI ZAKAY        

 

 

 

 

(4) To re-elect Mr. Sami Totah as an unaffiliated director (as defined under the Israeli Companies Law) and an   independent director (as defined under the Nasdaq Listing Rules) for a term expiring at the Company’s 2026 Annual General Meeting of Shareholders.

 

    FOR   AGAINST   ABSTAIN  
SAMI TOTAH        

 

(5) To re-elect Mr. Ron Ettlinger as an external director (as defined under the Israeli Companies Law) for an additional one-year term.

 

    FOR   AGAINST   ABSTAIN  
RON ETTLINGER        

 

(6) To re-elect Mr. Sagi Schliesser as an external director (as defined under the Israeli Companies Law) for an additional one-year term.

 

    FOR   AGAINST   ABSTAIN  
SAGI SCHLIESSER        

 

(7) To approve the re-appointment of Ziv Haft Certified Public Accountants, a member firm of BDO International Limited, or BDO Israel, as our independent registered public accounting firm for the year ending December 31, 2025 and the additional period until our next annual general meeting of shareholders, and to authorize the Board and/or its audit committee to fix their compensation.

 

☐ FOR ☐ AGAINST ☐ ABSTAIN

 

(8) To approve an updated version of the Compensation Policy for our directors and officers.

 

☐ FOR ☐ AGAINST ☐ ABSTAIN

 

To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. ☐

 

Signature of Shareholder _________ Date ______ Signature of Shareholder _________Date ______________

 

Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.