OPTIBASE LTD.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL
AND EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS TO BE HELD
ON DECEMBER 30, 2020
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Amir Philips and Yakir Ben-Naim, and each of them, as agent and proxy for the undersigned, with full power of substitution, to vote with respect to all of the Ordinary Shares of Optibase Ltd. (the "Company"), standing in the name of the undersigned at the close of business on November 30, 2020, at the Annual and Extraordinary General Meeting of Shareholders of the Company to be held at the Company's offices, 8 Hamenofim Street, Herzliya, Israel, on Wednesday, December 30, 2020, at 4:00 p.m. (Israel time) and at any and all adjournments thereof, with all power that the undersigned would possess if personally present and especially (but without limiting the general authorization and power hereby given) to vote as follows (the "Meeting").
A shareholder’s proxy card must be received by the Company no later than December 30, 2020 at 12:00 p.m. Israel time, otherwise it shall not be valid at the Meeting.
The proxies are authorized to vote in their discretion on such other matters as may properly come before the Meeting.
The shares represented by this proxy card will be voted in the manner directed. To the extent permitted by law and applicable stock exchange requirements, if no instructions to the contrary are indicated, the shares will be voted "FOR" all the proposals and in accordance with the discretion of the proxies on such other matters as may properly come before the Meeting.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
| ☒ Please mark your votes as in this example. |
Proposal 1:
Re-election to the Company’s board of directors three (3) of the directors currently in office.
Re-election of Alex Hillman to the Company's board of directors.
| FOR | | AGAINST | | ABSTAIN | |
| | ☐ | | ☐ | | ☐ | |
Re-election of Danny Lustiger to the Company's board of directors.
| FOR | | AGAINST | | ABSTAIN | |
| | ☐ | | ☐ | | ☐ | |
Re-election of Reuwen Schwarz to the Company's board of directors.
| FOR | | AGAINST | | ABSTAIN | |
| | ☐ | | ☐ | | ☐ | |
Proposal 2:
Re-appointment of kost, forer, gabbay & kasierer, a member of ernst & young global, as the company’s independent auditors for the fiscal year ended december 31, 2020 and to authorize the board of directors, upon the recommendation of the audit committee, to determine the auditors’ remuneration to be fixed in accordance with the volume and nature of their services to the company for such fiscal year.
| FOR | | AGAINST | | ABSTAIN | |
| | ☐ | | ☐ | | ☐ | |
Proposal 3:
Approval of an amendment to the compensation policy for the Company's directors and officers in connection with the provision relating to the purchase of directors' and officers' liability insurance policies.
| FOR | | AGAINST | | ABSTAIN | |
| | ☐ | | ☐ | | ☐ | |
Do you have a personal interest in the approval of Proposal 3 or are you a controlling shareholder of the Company or someone on behalf of a controlling shareholder of the Company (Please note: If you do not mark either Yes or No, your shares will not be voted for Proposal 3)?
PLEASE DATE, SIGN AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED ENVELOPE.
| Dated: ______________, 2020 |
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| (Signature of Stockholder) |
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| | (Signature of Stockholder) |
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| | Please sign exactly as your name(s) appears on your stock certificate. If signing as attorney, executor, administrator, trustee or guardian, please indicate the capacity in which signing. When signing as joint tenants, all parties to the joint tenancy must sign. When the proxy is given by a corporation, it should be signed by an authorized officer. |
