| 1 |
TO APPROVE AN AMENDMENT TO THE COMPANY'S ARTICLES OF ASSOCIATION, EFFECTIVE IMMEDIATELY UPON THE APPROVAL OF THIS PROPOSAL 1, TO PROVIDE FOR THE ELIMINATION OF THE DIFFERENT CLASSES OF MEMBERS OF THE BOARD OF DIRECTORS OF THE COMPANY (THE “BOARD”), SO THAT AFTER COMPLETION OF THEIR CURRENT TERM, THE TERM OF EACH DIRECTOR WHO IS ELECTED OR REELECTED AT OR AFTER THE ANNUAL MEETING SHALL BE ONE YEAR (OTHER THAN OUTSIDE DIRECTORS, AS DEFINED IN THE ISRAEL COMPANIES LAW, 5759-1999, AS AMENDED (THE “ISRAEL COMPANIES LAW"), WHO SHALL CONTINUE TO SERVE FOR FIXED THREE-YEAR TERMS IN ACCORDANCE WITH THE ISRAEL COMPANIES LAW). |
✓ For(56.361)
|
| 2 |
TO REELECT DAVID REIS AS A CLASS II DIRECTOR AND CHAIRMAN OF THE BOARD, TO SERVE UNTIL THE 2029 ANNUAL MEETING OF SHAREHOLDERS (OR, IF PROPOSAL 1 IS APPROVED, TO SERVE UNTIL THE 2027 ANNUAL MEETING OF SHAREHOLDERS), AND UNTIL HIS SUCCESSOR HAS BEEN DULY ELECTED AND QUALIFIED, OR UNTIL HIS OFFICE IS VACATED IN ACCORDANCE WITH THE COMPANY'S ARTICLES OF ASSOCIATION OR THE ISRAEL COMPANIES LAW. |
✓ For(56.361)
|
| 3 |
TO REELECT RAFFI KESTEN AS A CLASS II DIRECTOR, TO SERVE UNTIL THE 2029 ANNUAL MEETING OF SHAREHOLDERS (OR, IF PROPOSAL 1 IS APPROVED, TO SERVE UNTIL THE 2027 ANNUAL MEETING OF SHAREHOLDERS), AND UNTIL HIS SUCCESSOR HAS BEEN DULY ELECTED AND QUALIFIED, OR UNTIL HIS OFFICE IS VACATED IN ACCORDANCE WITH THE COMPANY'S ARTICLES OF ASSOCIATION OR THE ISRAEL COMPANIES LAW. |
✓ For(56.361)
|
| 4 |
TO APPROVE AN AMENDMENT TO THE COMPENSATION POLICY FOR OFFICERS AND DIRECTORS OF THE COMPANY. |
✗ Against(56.361)
|
| 5 |
TO APPROVE THE COMPENSATION PAYABLE TO THE COMPANY'S DIRECTORS. |
|
| 5A |
TO APPROVE THE CASH COMPENSATION PAYABLE TO THE COMPANY'S DIRECTORS. |
✓ For(56.361)
|
| 5B |
TO APPROVE THE CASH COMPENSATION PAYABLE TO THE COMPANY'S CHAIRMAN OF THE BOARD. |
✓ For(56.361)
|
| 5C |
TO APPROVE THE EQUITY COMPENSATION PAYABLE TO THE COMPANY'S DIRECTORS. |
✓ For(56.361)
|
| 5D |
TO APPROVE THE EQUITY COMPENSATION PAYABLE TO THE COMPANY'S CHAIRMAN OF THE BOARD. |
✗ Against(56.361)
|
| 6 |
TO APPROVE THE REAPPOINTMENT OF KOST FORER GABBAY & KASIERER, A MEMBER OF ERNST & YOUNG GLOBAL, AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2026 AND UNTIL THE NEXT ANNUAL MEETING OF SHAREHOLDERS, AND TO AUTHORIZE THE BOARD, UPON RECOMMENDATION OF THE AUDIT COMMITTEE, TO FIX THE REMUNERATION OF SAID INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. |
✓ For(56.361)
|
rebel Financial
