EX-2 3 pxbf08698.htm EX-2 pxbf08698
0 ------------------ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ---------------- 14475 ELBIT SYSTEMS LTD. THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON TUESDAY, AUGUST 8, 2023 KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned shareholder hereby appoints MICHAEL FEDERMANN, BEZHALEL MACHLIS and ADI PINCHAS CONFINO, and each of them acting individually without any of the others, the true and lawful proxies of the undersigned, with full power of substitution, to vote with respect to all of the ordinary shares of ELBIT SYSTEMS LTD. (the “Company”), held in the name of the undersigned at the close of business on Monday, July 3, 2023, at the Company’s Annual General Meeting of Shareholders to be held at the Company’s offices at the Advanced Technology Center, Haifa, Israel on Tuesday, August 8, 2023, at 2:00 p.m. Israel time (the “Meeting”), and at any adjournments and postponements, with all power that the undersigned would have if personally present and especially (but without limitation) to vote as follows: The shares represented by this Proxy will be voted in the manner instructed. To the extent permitted by law and applicable stock exchange requirements, if no instructions to the contrary are indicated, the shares will be voted “FOR” all proposals listed on the reverse side and at the discretion of the proxies on such other matters as may properly come before the Meeting. A shareholder’s proxy card must be received by the Company no later than four (4) hours before the time fixed for the Meeting, i.e., by Tuesday, August 8, 2023 at 10:00 a.m. Israel time. (Continued and to be signed on the reverse side) 1.1


 
ANNUAL GENERAL MEETING OF SHAREHOLDERS OF ELBIT SYSTEMS LTD. August 8, 2023 NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL: The Notice of Meeting, Proxy Statement, Proxy Card are available at www.elbitsystems.com Please sign, date and mail your proxy card in the envelope provided as soon as possible. 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. 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. 2. RE-ELECTION OF MR. NOAZ BAR-NIR TO AN ADDITIONAL THREE-YEAR TERM AS AN EXTERNAL DIRECTOR. Solely for the purpose of voting on Proposal 2, please indicate if you are a Controlling Shareholder of the Company, or if you have a Personal Interest (as each of these terms is defined in the Proxy Statement), in the approval of Proposal 2. (Please note: if you do not mark either Yes or No, your shares will NOT be voted). 3. APPROVAL OF THE EXTENSION OF THE INDEMNIFICATION LETTERS OF MR. MICHAEL FEDERMANN AND MR. DAVID FEDERMANN FOR AN ADDITIONAL THREE YEARS COMMENCING ON DECEMBER 1, 2023. Solely for the purpose of voting on Proposal 3, please indicate if you are a Controlling Shareholder of the Company, or if you have a Personal Interest (as each of these terms is defined in the Proxy Statement), in the approval of Proposal 3. (Please note: if you do not mark either Yes or No, your shares will NOT be voted). 4. APPROVAL OF THE EXTENSION OF THE EXEMPTION LETTERS OF MR. MICHAEL FEDERMANN AND MR. DAVID FEDERMANN FOR AN ADDITIONAL THREE YEARS COMMENCING ON APRIL 7, 2024. Solely for the purpose of voting on Proposal 4, please indicate if you are a Controlling Shareholder of the Company, or if you have a Personal Interest (as each of these terms is defined in the Proxy Statement), in the approval of Proposal 4. (Please note: if you do not mark either Yes or No, your shares will NOT be voted). 5. RE-APPOINTMENT OF KOST, FORER, GABBAY & KASIERER, A MEMBER OF ERNST & YOUNG GLOBAL, AS THE COMPANY’S INDEPENDENT AUDITOR FOR THE FISCAL YEAR ENDING DECEMBER 31, 2023 AND UNTIL THE CLOSE OF THE NEXT ANNUAL GENERAL MEETING OF SHAREHOLDERS. Proxies previously given are hereby revoked. The below-signed hereby acknowledge(s) receipt of the Notice of the Company’s Annual General Meeting of Shareholders and the accompanying Proxy Statement. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x Please detach along perforated line and mail in the envelope provided.------------------ ---------------- 080823 GO GREEN e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.astfinancial.com to enjoy online access. FOR AGAINST ABSTAIN YES NO FOR AGAINST ABSTAIN 1. ELECTION OF MR. MICHAEL FEDERMANN, MR. ADAM, MRS. BAUM, MR. DAVID FEDER- MANN, MRS. LIVNI, MR. NINVEH AND PROF. NISAN AS DIRECTORS OF THE COMPANY UNTIL THE CLOSE OF THE NEXT ANNUAL GENERAL MEETING OF SHAREHOLDERS. Michael Federmann Ehud (Udi) Adam Rina Baum David Federmann Tzipi Linvni Dov Ninveh Ehood (Udi) Nisan FOR AGAINST ABSTAIN YES NO YES NO FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN