EX-99.2 3 exhibit_99-2.htm EXHIBIT 99.2

EXHIBIT 99.2

ELTEK LTD.

PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD August 31, 2022

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoint(s) Ron Freund and Eli Yaffe, or either of them, attorneys or attorney of the undersigned, for and in the name(s) of the undersigned, with power of substitution and revocation in each to vote any and all ordinary shares, par value NIS 3.00 per share, of Eltek Ltd. (the "Company"), which the undersigned would be entitled to vote as fully as the undersigned could if personally present at the Annual General Meeting of Shareholders of the Company (the “Meeting”) to be held on Wednesday, August 31, 2022 at 10:00 a.m. (Israel time) at the principal offices of the Company, 20 Ben Zion Gelis Street, Petach Tikva, Israel and at any adjournment or adjournments thereof, and hereby revoking any prior proxies to vote said shares, upon the following items of business more fully described in the notice of and proxy statement for such Meeting (receipt of which is hereby acknowledged):

Israeli law requires the indication of whether you are a Controlling shareholder, a Senior officer or an Israeli Institutional Investor. In addition, items 2 to 7 require an indication of “Personal Interest” (as defined under the Israeli Companies Law) in the resolution. Please indicate (i) whether you have a Personal Interest for each proposal where necessary and (ii) whether you are a Controlling shareholder, a Senior officer or an Israeli Institutional Investor or none of the foregoing, by marking an X in one of the boxes shown on the reverse, otherwise none of your votes will be counted.

For information regarding the definition of “Personal Interest,” see the “Votes Required” section of the Proxy Statement.

(Continued and to be signed on the reverse side)



ANNUAL GENERAL MEETING OF SHAREHOLDERS OF

ELTEK LTD.

AUGUST 31, 2022

Please sign, date and mail
your proxy card in the
envelope provided as soon
as possible.


THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ALL PROPOSALS.

PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE ☒

 

1.
Proposal to re-elect Messrs. Yitzhak Nissan, Mordechai Marmorstein, David Rubner and Erez Meltzer to the Company’s Board of Directors, to serve until the next annual general meeting of shareholders and until their successors have been duly elected and qualified;

         ☐ FOR ALL NOMINEES          ☐ WITHHOLD AUTHORITY FOR ALL NOMINEES


2.
Proposal to approve the Company’s Amended and Restated Compensation Policy, as described in the Proxy Statement;

 
 ☐ FOR 
  ☐ AGAINST 
  ☐ ABSTAIN
 
                                     
IMPORTANT: Please indicate whether or not you have a “Personal Interest” in the above Proposal 2, by marking an “X” in the one of the boxes below. Your vote will not be counted if you do not fill in one of the boxes below.

I HAVE A PERSONAL INTEREST       YES ☐   NO ☐


3.
Proposal to approve the extension, amendment and restatement of the Company’s Amended Management Agreement with Nistec Ltd., the Company’s Controlling shareholder.

 
 ☐ FOR 
  ☐ AGAINST 
  ☐ ABSTAIN
 

IMPORTANT: Please indicate whether or not you have a “Personal Interest” in the above Proposal 3, by marking an “X” in the one of the boxes below. Your vote will not be counted if you do not fill in one of the boxes below.

I HAVE A PERSONAL INTEREST       YES ☐   NO ☐


4.
Proposal to approve the extension of the exculpation letter granted to Mr. Yitzhak Nissan, as described in the Proxy Statement.

 
 ☐ FOR 
  ☐ AGAINST 
  ☐ ABSTAIN
 

IMPORTANT: Please indicate whether or not you have a “Personal Interest” in the above Proposal 4, by marking an “X” in the one of the boxes below. Your vote will not be counted if you do not fill in one of the boxes below.

I HAVE A PERSONAL INTEREST       YES ☐   NO ☐




5.
Proposal to approve the extension of the indemnification letter granted to Mr. Yitzhak Nissan, as described in the Proxy Statement.

 
 ☐ FOR 
  ☐ AGAINST 
  ☐ ABSTAIN
 

IMPORTANT: Please indicate whether or not you have a “Personal Interest” in the above Proposal 5, by marking an “X” in the one of the boxes below. Your vote will not be counted if you do not fill in one of the boxes below.

I HAVE A PERSONAL INTEREST       YES ☐   NO ☐


6.
Proposal to approve the amendment to the terms of employment of the Company’s CEO, Mr. Eli Yaffe, as described in the Proxy Statement.

 
 ☐ FOR 
  ☐ AGAINST 
  ☐ ABSTAIN
 

IMPORTANT: Please indicate whether or not you have a “Personal Interest” in the above Proposal 6, by marking an “X” in the one of the boxes below. Your vote will not be counted if you do not fill in one of the boxes below.

I HAVE A PERSONAL INTEREST       YES ☐   NO ☐


7.
Proposal to ratify and approve the performance bonus granted to the Company’s CEO, Mr. Eli Yaffe, for the year 2021, as described in the Proxy Statement.

 
 ☐ FOR 
  ☐ AGAINST 
  ☐ ABSTAIN
 

IMPORTANT: Please indicate whether or not you have a “Personal Interest” in the above Proposal 7, by marking an “X” in the one of the boxes below. Your vote will not be counted if you do not fill in one of the boxes below.

I HAVE A PERSONAL INTEREST       YES ☐   NO ☐


8.
Proposal to re-appoint Brightman Almagor Zohar & Co., a firm in the Deloitte Global Network, as the Company’s independent auditors for the year ending December 31, 2022 and for such additional period until the next annual general meeting of shareholders, and to authorize the Company’s Board of Directors to approve their compensation.

 
 ☐ FOR 
  ☐ AGAINST 
  ☐ ABSTAIN
 

With respect to all of the proposals, please also indicate with an X which of the following criteria is applicable to you, otherwise your votes will not be counted:

              Controlling shareholder  
              Senior officer     
              Israeli Institutional Investor 
              None of the foregoing   
              
Please sign, date and return the card promptly in the accompanying envelope.

 
                                             
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 or the senior of the joint tenants 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.