EX-99.2 3 exhibit_99-2.htm EXHIBIT 99.2 exhibit_99-2.htm
EXHIBIT 99.2
 
 
 
 
  (image)
 
 
 
 
 
MAGAL SECURITY SYSTEMS LTD.
 
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
 
The undersigned hereby appoint(s) Jacob Perry and Sarit Molcho, 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 1.0 per share, of Magal Security Systems 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 to be held on Wednesday, June 23, 2010 at 10:00 a.m. (Israel time) at the registered office of the Company, 17 Altalef Street, Industrial Zone, Yehud 56100, 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 Annual General Meeting (receipt of which is hereby acknowledged):
 
THIS PROXY WILL BE VOTED AS SPECIFIED ON THE REVERSE. IN THE ABSENCE OF SUCH SPECIFICATION, THE SHARES REPRESENTED BY THIS PROXY CARD WILL BE VOTED FOR THE ELECTION OF ALL THE NOMINEES FOR DIRECTOR IN ITEM 1, THE NOMINEES FOR OUTSIDE DIRECTOR NAMED IN ITEMS 2A AND 2B AND FOR ITEMS 3 THROUGH 6. ON ANY OTHER BUSINESS THAT MAY PROPERLY COME BEFORE THE MEETING, THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE JUDGMENT OF THE PERSONS NAMED ABOVE AS PROXIES.
 
(Continued and to be signed on the reverse side)
 
(image)
 
 
 
 
 
ANNUAL GENERAL MEETING OF SHAREHOLDERS OF
 
MAGAL SECURITY SYSTEMS LTD.
 
June 23, 2010
 
Please sign, date 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” THE ELECTION OF DIRECTORS AND OUTSIDE DIRECTORS AND “FOR” PROPOSALS 3 THROUGH 6.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE, PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x
             
   
1.
To reelect six directors for terms expiring at the 2011 Annual General Meeting of Shareholders.
      
             
       
FOR
AGAINST
ABSTAIN
     
JACOB PERRY
o
o
o
             
     
JACOB EVEN-EZRA
o
o
o
             
     
NATHAN KIRSH
o
o
o
             
     
ZEEV LIVNE
o
o
o
             
     
JACOB NUSS
o
o
o
             
     
BARRY STIEFEL
o
o
o
             
   
2A.
To reelect Mr. Shaul Kobrinsky as an outside director for an additional three-year term, effective upon the date of the Meeting.
o
o
o
             
   
2B.
To elect Ms. Liza Singer as an outside director for an initial three-year term, effective upon the date of the Meeting.
o
o
o
             
   
3.
To approve the terms of compensation for certain of the Company’s directors.
o
o
o
             
   
4.
To approve an amendment to the terms of the Company’s agreement with Mr. J. Perry in connection with his service as the Chairman of the Company’s Board of Directors.
o
o
o
             
   
5.
To adopt the 2010 Israeli Share Option Plan.
o
o
o
             
   
6.
To ratify and approve the reappointment of Kost Forer Gabbay & Kasierer, registered public accountants, a member firm of Ernst & Young Global, as the Company’s independent registered public accountants for the year ending December 31, 2010, and to authorize the Company’s Audit Committee to fix the remuneration of such independent registered public accountants in accordance with the volume and nature of their services.
o
o
o
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.
o
            
 
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.