The following is a translation of the notice in Hebrew published in the Company’s website on January 22, 2020 (the original Hebrew wording is binding)
ELBIT SYSTEMS LTD.
("Company")
NOTICE OF THE COMPANY’S EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
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 Extraordinary General Meeting of Shareholders will be held on Wednesday, February 26, 2020, 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”).
Matter on the Meeting’s Agenda
Approval of an amendment to the Company’s compensation policy to increase the maximum coverage that the Company is authorized to procure under, and the maximum annual premium that the Company is authorized to pay for, policies of directors and officers liability insurance (the “Proposal”).
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 Monday, January 27, 2020 (the “Record Date”).
Voting by Means of a Proxy, a Proxy Card or an Electronic Vote and Position Statements
A shareholder of the Company may attend the Meeting and vote in person or appoint a proxy to participate and vote on his or her behalf at the Meeting (as provided in 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 beginning of the Meeting, i.e., by Wednesday, February 26, 2020 at 10:00 a.m (Israel time). In addition, a shareholder may vote with respect to the Proposal by means of a proxy card (“Proxy Card”) that is attached to the proxy statement published by the Company in connection with the Meeting on January 22, 2020 (“Proxy Statement”), and send it to the Company’s registered offices. Only Proxy Cards received at the Company’s registered offices at least four (4) hours before the time of the Meeting, i.e., by Wednesday, February 26, 2020 at 10:00 a.m. (Israel time), will be taken into account in the voting process.
Shareholder whose shares are registered with a member of the Tel Aviv Stock Exchange Ltd. (“TASE”) and 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 six (6) hours before the beginning of the Meeting, that is, until Wednesday, February 26, 2020 at 8:00 a.m. (Israel time).
In addition, a shareholder is permitted to express his or her position on the Proposal, through the Company, by submitting to the Company a written statement (“Position Statement”). Position Statements (if any) will be submitted to the Company’s registered offices, to the attention of the Corporate Secretary, Mrs. Adi Pinchas Confino, no later than Tuesday, February 18, 2020.
The form of the Proxy Card and a copy of each Position Statement (if submitted) will be available to the public on the ISA 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 (“SEC”) website at www.sec.gov.
Review of the Documents of the Meeting
For further details with respect to the matter on the agenda of the Meeting and the full description of the Proposal 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 www.tase.co.il, on the SEC website at www.sec.gov and on the Company’s website at www.elbitsystems.com.
ELBIT SYSTEMS LTD.