In accordance with the Israeli Companies Law, 5759-1999 (the “Companies Law”) and the Companies Regulations (Notice and Advertisement of a General Meeting and a Class Meeting in a Public Company and the Addition of an Item to the Agenda), 5760-2000, the Company hereby announces that the Company’s Annual General Meeting of Shareholders will be held on Wednesday, October 29, 2025, at 2:00 p.m. (Israel time), at the Company’s registered offices at the Advanced Technology Center, P.O Box 539, Haifa 3100401, Israel (the “Meeting”).
Matters on the Meeting’s Agenda (the “Proposals”)
- to elect to the Board the following seven members (“Directors”) who are not “External Directors” as defined in the Israeli Companies Law 5759-1999, to serve until the close of the next Annual General Meeting of Shareholders: Mr. David Federmann, Mr. Ehud (Udi) Adam, Mrs. Rina Baum, Mr. Michael Federmann, Mrs. Tzipi Livni, Mr. Dov Ninveh and Prof. Ehood (Udi) Nisan;
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to elect Mrs. Bilha (Billy) Shapira to an additional three-year term as an External Director; and
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to re-appoint Kost, Forer, Gabbay & Kasierer, a member of Ernst & Young Global, as the Company’s independent auditor for the fiscal year ending December 31, 2024, and until the close of the next Annual General Meeting of Shareholders.
In addition, the Company will present the Consolidated Financial Statements of the Company for the fiscal year ended December 31, 2024 (the “2024 Consolidated Financial Statements”) 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 the fiscal year ended December 31, 2024.
Record Date for Determining Shareholders Eligibility to Vote
The record date for determining the eligibility of shareholders to participate in and vote at the Meeting is at the close of business on Thursday, September 25, 2025 (the “Record Date”).
Adjourned Meeting
Pursuant to Rule 19(b) of the Company's Articles of Association, if within one-half (1/2) hour from the time appointed for the holding of a General Meeting a legal quorum of at least two (2) shareholders representing at least a third (1/3) of the voting power of the Company's shareholders, is not present, the meeting will be adjourned to the same day, time and place in the next week, so that it shall convene on Wednesday, November 5, 2025, at 2:00 p.m. (Israel time) at the Company's registered offices, at the Advanced Technology Center, PO Box 539, Haifa 3100401, Israel, without further notice being required, or to another day, time and place as may be determined by the Company's board of directors and announced by notice to the shareholders. If at such adjourned meeting a quorum is not present within one-half (1/2) hour from the time appointed for holding the adjourned meeting, then two (2) Shareholders representing at least ten percent (10%) of the Shareholders' voting power, present in person, by proxy or by a voting instrument will be a quorum.
Voting by Means of a Proxy, a Proxy Card, Voting Instruction Form or an Electronic Vote and Position Statements
As provided in the Company’s Articles of Association, a shareholder of the Company may attend the Meeting and vote in person or appoint a proxy to participate and vote on his, her or its behalf at the Meeting. Appointment of a proxy must be in writing, signed by the shareholder and delivered to the Company’s registered office at least twenty-four (24) hours before the beginning of the Meeting, i.e., by Tuesday, October 28, 2025 (Israel time). In addition, a shareholder may vote with respect to the Proposals by means of a proxy card (the “Proxy Card”) that is attached to the proxy statement dated Thursday, September 18, 2025 (the “Proxy Statement”) and published by the Company in connection with the Meeting, and send it to the Company’s registered offices. Only Proxy Cards received at the Company’s registered offices at least twenty-four (24) hours before the time of the Meeting, i.e., by Tuesday, October 28, 2025, at 2:00 p.m. (Israel time), will be taken into account in the voting process.
Shareholders who, at the close of business on the Record Date, hold shares through a bank, broker or other holder of record that itself is a Company shareholder or who appear on a participant list of a securities depository with respect to shares, are considered to be beneficial owners of shares held in “street name.” Such “street name” beneficial owners of shares may either direct the record holder of their shares how to vote their shares (by completing a voting instruction form and returning such form by the date and time set forth therein), or obtain a legal proxy from the record holder to vote at the Meeting on behalf of the record holder together with proof of such record holder’s share ownership on the Record Date.
Shareholders whose shares are registered with a member of the Tel Aviv Stock Exchange Ltd. (the “TASE”) and who intend to vote their shares in person or by proxy must provide the Company with a proof of ownership of the shares, as of the Record Date, as required by law. Such shareholders may also vote their shares via the electronic voting system of the Israel Securities Authority (“ISA”) at votes.isa.gov.il. Voting through the electronic voting system will be allowed until twenty-four (24) hours before the beginning of the Meeting, i.e., until Tuesday, October 28, 2025, at 2:00 p.m. (Israel time).
For additional information, including about the matters on the agenda, those eligible to participate in and vote at the meeting, the legal quorum at the Meeting and the required majority for the matters on the agenda of the Meeting, see an immediate report published by the company on Thursday, September 18, 2025 (reference no.: 2025-02-070397) on the Israel Securities Authority's distribution website at www.magna.isa.gov.co.il and on the website of the Tel Aviv Stock Exchange Ltd. at www.tase.co.il.
The form of the Proxy Card and a copy of each Position Statement will be available to the public on the ISA website at www.magna.isa.gov.il, on the TASE website at https://maya.tase.co.il/ and on the U.S. Securities and Exchange Commission (“SEC”) website at https://www.sec.gov/.
Review of the Documents of the Meeting
For further details and the full description of the Proposals for approval ─ see the Proxy Statement, which may be reviewed on the ISA website at www.magna.isa.gov.il, on the TASE website at https://maya.tase.co.il/, on the SEC website at https://www.sec.gov/ and on the Company’s website at https://elbitsystems.com/.
Review of the 2024 Consolidated Financial Statements
The 2024 Consolidated Financial Statements, which will be presented at the Meeting, are included in the Company’s Annual Report on Form 20-F, which was filed with the SEC and with the ISA on March 20, 2025 (the “2024 Annual Report”). Shareholders may receive a hard copy of the 2024 Annual Report, free of charge, upon request to the Company’s Corporate Secretary, at the following e-mail address: Corporate.Secretary@elbitsystems.com. The 2024 Annual Report and the 2024 Consolidated Financial Statements included therein are not a part of the Proxy Statement.
The SEC maintains an Internet site (https://www.sec.gov/) that contains reports, proxy and information statements and other information that registrants such as the Company file electronically with the SEC.
Shareholders may also review a copy of the Company’s filings with the ISA, including the Company’s 2024 Annual Report and the 2024 Consolidated Financial Statements included therein, on the website of the ISA at www.magna.isa.gov.il, on the website of TASE at https://maya.tase.co.il/ and on the website of the Company at https://elbitsystems.com/.