ELBIT SYSTEMS LTD.
NOTICE OF THE COMPANY’S ANNUAL GENERAL MEETING OF SHAREHOLDERS
The Company hereby announces that the Company’s Annual General Meeting of Shareholders will be held on Wednesday, November 23, 2016, at 12:00 a.m. (local time), at the Company’s offices at the Advanced Technology Center, Haifa 31053, Israel (the “Meeting“).
Summary of the Proposed Resolutions on the Meeting’s Agenda
1. Approval of the election of the following directors to the Company’s Board of Directors (the “Board”) until the close of the next Shareholders’ Annual General Meeting: Mr. Michael Federmann, Mrs. Rina Baum, Mr. Yoram Ben-Zeev, Mr. David Federmann, Mr. Dov Ninveh, Dr. Udi Nisan and Professor Yuli Tamir;
2. Approval of the election of Mrs. Dalia Rabin to a third three–year term as an External Director;
3. Approval of the Amended Compensation Policy of the Company with respect to the terms of office and employment of the Company’s executive officers and directors; and
4. Approval of the re-appointment of Kost, Forer, Gabbay & Kasierer, a member of Ernst & Young Global, as the Company’s independent auditor for the fiscal year 2016 and until the close of the next Shareholders’ Annual General Meeting.
In addition, the Company will present the Consolidated Financial Statements of the Company for the fiscal year ended December 31, 2015 and will report on the dividend distributed to shareholders, the compensation paid to the Company’s directors and the compensation arrangements with the Company’s independent auditor, with respect to fiscal year 2015.
The record date for determining the eligibility of shareholders to participate and vote at the Meeting as specified in clause 182 of the Companies Law will be at the close of business (local time) on Tuesday, October 25, 2016 (the “Record Date”).
Voting by Means of a Proxy, a Proxy Card or an Electronic Vote and Position Statements
A shareholder may attend the Meeting and vote in person or appoint a proxy to participate and vote on his or her behalf at the Meeting (subject to the provisions of the Company’s Articles of Association). Appointment of a proxy must be in writing, signed by the shareholder and delivered to the Company’s registered office at least four (4) hours before the Meeting. In addition, shareholders may vote with respect to each of the resolutions on the Meeting’s agenda by means of a proxy card (the “Proxy Card”) that is attached to the proxy statement published by the Company on October 19, 2016, with respect with the Meeting (“Proxy Statement”), and send it to the Company’s offices. Only the Proxy Cards received by the Company at least four (4) hours before the Meeting, i.e., by November 23, 2016 at 8:00 a.m. local time, will be taken into account in the voting process. A shareholder whose shares are registered with a member of the Tel Aviv Stock Exchange (“TASE”) is entitled, in addition to the methods of voting mentioned above, to vote by means of an electronic vote through the electronic voting system of the Israel Securities Authority (www.votes.isa.gov.il), subject to proof of ownership of the shares on the record date, as required by law. Voting through the electronic voting system will be allowed until six (6) hours before the Meeting, that is until November 23, 2016 at 06:00 a.m. local time.
In addition, a shareholder is permitted to express his or her position on the resolutions on the agenda of this Meeting by submitting to the Company a written statement (the “Position Statement”), through the Company. Position Statements should be submitted to the Company’s offices, to the attention of the Corporate Secretary, Mrs. Ronit Zmiri, no later than November 13, 2016.
The form of the Proxy Card and a copy of each Position Statement (if submitted) will be available to the public on the Israeli Securities Authority website at www.magna.isa.gov.il on the TASE website at www.tase.co.il and on the U.S. Securities and Exchange Commission website at www.sec.gov.
Review of Documents
For further details with respect to the issues on the agenda of the Meeting and the full version of the resolutions for approval see the Proxy Statement, which may be reviewed on the Israeli Securities Authority website at www.magna.isa.gov.il on the TASE web at www.tase.co.il on the U.S. Securities and Exchange Commission website at www.sec.gov and on the Company’s website at www.elbitsystems.com.