EX-99 3 exhibit_2.htm EXHIBIT 2


Exhibit 2
 
TAT Technologies Ltd.
P.O. Box 80, Gedera 70750 Israel
 
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
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 extraordinary 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 June 27, 2017 at 4:00 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 through 4.

A shareholder's proxy card must be received by the Company no later than June 27, 2017, 12:00 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.

PLEASE NOTE THAT YOU ARE REQUIRED TO INDICATE WITH RESPECT TO ITEMS 3 THROUGH 4, WHETHER OR NOT YOU ARE THE CONTROLING SHAREHOLDER OF THE COMPANY OR WHETHER OR NOT YOU HAVE A PERSONAL INTEREST IN THE PROPOSAL SET FORTH IN ITEMS 3 THROUGH 4. IF YOU FAIL TO NOTIFY US AS TO WHETHER OR NOT YOU ARE THE CONTROLING SHAREHOLDER OF THE COMPANY OR WHETHER OR NOT YOU HAVE A PERSONAL INTEREST WITH RESPECT TO ITEMS 3 THROUGH 4, YOUR VOTE WILL NOT BE COUNTED WITH RESPECT TO SUCH ITEM.

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 Audit Committee and Board of Directors of 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. Ron Ben Haim, Mr. Ami Boehm and Ms. Dafna Gruber, to serve as Directors of the Company, each to hold office until our next Annual Meeting of Shareholders.
 
                                                      VOTE FOR EACH DIRECTOR SEPARATELY.
 
 
   
FOR
AGAINST
ABSTAIN
 
 
I.  Mr. Amos Malka
 
 
II. Mr. Ron Ben Haim
 
 
III Mr. Ami Boehm
 
 
IV Ms. Dafna Gruber
 
 

Item No. 3
Approval of the re-election of Mr. Abraham Shani to serve as an External Director in the Company for an additional three-year term commencing on the date of his election at this Meeting.
 
   
FOR
AGAINST
ABSTAIN
 
   
 
           
 
Do you have a Personal Interest in the nomination of Mr. Abraham Shani as an external director? (Please note: If you do not mark either Yes or No, your shares will not be voted for Item No. 3)
YES
NO
   
 
   
   
Item No. 4
Approval of the following compensation to Mr. Igal Zamir, the Company's President & CEO: (1) the grant of an annual cash bonus for the year 2016; and (2) amended and restated annual cash bonus plan for the year 2017 and thereafter, all as described in the proxy statement.
 
 
   
FOR
AGAINST
ABSTAIN
 
 
I. The grant of an annual cash bonus for the year 2016;
 
 
II. amended and restated annual cash bonus plan for the year 2017 and thereafter
 
           
 
Do you have a Personal Interest in the approval of the Item No. 4? (Please note: If you do not mark either Yes or No, your shares will not be voted for Item No. 4)
YES
NO
 
 
 
 
           
 
PLEASE INDICATE ON THE FOLLOWINGS:
       
    YES NO    
  Are you the Controlling shareholder of the Company (with respect to Items 3 through 4)?  ☐    
 
Shareholders entitled to notice of and to vote at the meeting shall be determined as of the close of business on June 1, 2017, the record date fixed by the Board of Directors for such purpose.

The signer hereby revokes all previous proxies given by the signer to vote at the annual general meeting or any adjournments thereof.

Signature _________________ Signature _________________                                  Date __________, 2017.
 
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.