ELBIT SYSTEMS LTD.
NOTICE OF SHAREHOLDERS’ ANNUAL GENERAL MEETING
March 1, 2018
This is notice that the Shareholders’ Extraordinary General Meeting (the “Meeting”) of Elbit Systems Ltd. (the “Company”) will be held at the Company’s offices at the Advanced Technology Center, Haifa, Israel, on Wednesday, April 11, 2018, at 12:30 p.m. local time.
It is proposed at the Meeting to adopt the following resolutions:
to approve the New Compensation Policy with respect to the terms of office and employment of the Company’s Executive Officers and Directors, substantially in the form attached as Exhibit A to the accompanying proxy statement ("Proxy Statement");
to approve the grant to the Company's CEO of options under the Company's Equity-Based Plan; and
to approve the grant to the Company's CEO of the POCell Tech Ltd. options.
Further details with respect to the proposed resolutions are included in the Proxy Statement.
In order to approve each of the resolutions under Items 1, 2 and 3 of the Proxy Statement - approval by a “Special Uninterested Majority” of the Company's shareholders is required.
“Special Uninterested Majority” means the majority of the votes properly cast at the Meeting either in person, by proxy or by a voting instrument, provided that:
such majority includes at least a majority of the total votes of shareholders who are not controlling shareholders of the Company and do not have a “personal interest” (as defined below) in the approval of the resolution who participate in the vote, in person, by proxy or by a voting instrument (abstentions will not be taken into account); or
the total number of votes of the shareholders referred to in (i) above that are voted against the proposed resolution does not exceed two percent (2%) of the Company’s total voting rights.
Each shareholder who attends the Meeting in person or by proxy will advise the Company or indicate in the proxy card, as the case may be, whether or not that shareholder is a controlling shareholder or has a “personal interest” in the approval of the respective resolution. Failure to advise or indicate as described above will render the respective shares ineligible to be voted.
Under the Companies Law, a "personal interest" means a personal benefit, gain or other interest derived by the shareholder (or a Relative or related entity as described below) from approving the respective proposal. Any benefit or interest arising solely from holding a Company's shares is not considered such a personal benefit or other interest under the Companies Law. Such personal benefit and other interest include any personal benefit or other interest of:
a shareholder's spouse, brother or sister, parent, grandparent, child, such persons spouse's child, brother, sister or parent or the spouse of any of the above (“Relatives”);
any entity in which a shareholder or any of his or her Relatives either:
holds five percent (5%) or more of such entity’s issued share capital or voting rights;
has the right to appoint a director to such entity’s board of directors or the chief executive officer thereof;
is a member of such entity's board of directors or serves as the chief executive officer thereof; or
anyone voting by proxy or granting a proxy with respect to a proposal, whether the proxy holder has discretion to vote or not.
Only shareholders of record at the close of business on Wednesday, March 7, 2018 (the “Record Date”) are entitled to receive notice of, and to vote at, the Meeting. All shareholders are cordially invited to attend the Meeting in person.