Very truly yours, |
/s/ Moshe Mizrahy |
Moshe Mizrahy |
CEO and Chairman of the Board of Directors |
BY ORDER OF THE BOARD OF DIRECTORS |
/s/ Moshe Mizrahy |
Moshe Mizrahy |
CEO and Chairman of the Board of Directors |
• | each of the Company's directors and executive officers; |
• | all of the Company's executive officers and directors collectively as a group; and |
• | each person (or group of affiliated persons) known by the Company to be the beneficial owner of more than 5% of the outstanding ordinary shares. |
Name of Beneficial Owner: | Number of Ordinary Shares | Percentage of Ordinary Shares | ||||||
5% or Greater Beneficial Owners (other than Directors and Executive Officers) | ||||||||
BoomerangFX International SRL (1) | 8,123,440 | 9.78 | % | |||||
Directors and Executive Officers | ||||||||
Dr. Michael Kreindel(2) | 3,464,762 | 4.17 | % | |||||
Moshe Mizrahy(2) | 2,006,030 | 2.41 | % | |||||
Dr. Hadar Ron(3) | 97,030 | * | % | |||||
Bruce Mann(4) | 71,940 | * | % | |||||
Dr. Michael Anghel(5) | 31,000 | * | % | |||||
Yair Malca(6) | 59,164 | * | % | |||||
Shakil Lakhani(7) | 16,500 | * | % | |||||
Total for all Directors and Executive Officers as a Group (7 persons) | 5,746,426 | 6.92 | % |
* | Represents beneficial ownership of less than one (1%) percent. |
(1) | BoomerangFX International SRL, a Barbados society with restricted liability (“BoomerangFX”), directly owned 8,123,440 ordinary shares of the company. BoomerangFX is a wholly owned direct subsidiary of I.V.C. Enterprises SRL, a Barbados society with restricted liability (“IVC”), which is a wholly owned direct subsidiary of NEV Property Investments SRL, a Barbados society with restricted liability (“NEV”). NEV is 100% owned by Dr. Stephen Mulholland (together with NEV, IVC and BoomerangFX, the “Reporting Persons”). Although the ordinary shares are directly owned by BoomerangFX, each of the Reporting Persons may be deemed to beneficially own such ordinary shares. The address for each of the reporting persons is #15 Maxwell Main Road, Christ Church, Barbados BB15042. The beneficial ownership in its entirety is owned as ordinary shares. |
(2) | The beneficial ownership in its entirety is owned as ordinary shares. |
(3) | Dr. Hadar Ron's beneficial ownership consists of: (i) 66,030 ordinary shares, (ii) options to purchase 30,000 ordinary shares, exercisable within 60 days of December 31, 2021, and (iii) 1,000 RSUs, exercisable within 60 days of December 31, 2021. |
(4) | Mr. Bruce Mann's beneficial ownership consists of: (i) 70,940 ordinary shares, and (ii) 1,000 RSUs, exercisable within 60 days of December 31, 2021. |
(5) | Mr. Michael Anghel's beneficial ownership consists of: (i) options to purchase 30,000 ordinary shares, exercisable within 60 days of December 31, 2021, and (ii) 1,000 RSUs, exercisable within 60 days of December 31, 2021. |
(6) | Mr. Yair Malca's beneficial ownership consists of: (i) 27,500 ordinary shares, (ii) options to purchase 16,664 ordinary shares, exercisable within 60 days of December 31, 2021, and (iii) 15,000 RSUs, exercisable within 60 days of December 31, 2021. |
(7) | Mr. Shakil Lakhani's beneficial ownership consists of 16,500 RSUs, exercisable within 60 days of December 31, 2021. |
(i) | the Class I director is Dr. Hadar Ron, and her term will expire at the annual general meeting of the shareholders to be held in 2023 and when her successor is elected and qualified; |
(ii) | the Class II directors are Dr. Michael Anghel and Mr. Bruce Mann, and their terms will expire at the annual general meeting of the shareholders to be held in 2024 and when their successors are elected and qualified; and |
(iii) | the Class III directors are Mr. Moshe Mizrahy and Dr. Michael Kreindel, and their terms will expire at the Meeting and when their successors are elected and qualified. |
BY ORDER OF THE BOARD OF DIRECTORS |
/s/ Moshe Mizrahy |
Moshe Mizrahy |
CEO and Chairman of the Board of Directors |
ANNUAL GENERAL MEETING OF SHAREHOLDERS OF
INMODE LTD
April 4, 2022
PROXY VOTING INSTRUCTIONS |
INTERNET - Access “www.voteproxy.com” and follow the on-screen instructions or scan the QR code with your smartphone. Have your proxy card available when you access the web page.
TELEPHONE - Call toll-free 1-800-PROXIES (1-800-776-9437) in the United States or 1-718-921-8500 from foreign countries from any touch-tone telephone and follow the instructions. Have your proxy card available when you call.
Vote online/phone until 11:59 PM EST the day before the meeting.
MAIL - Sign, date and mail your proxy card in the envelope provided as soon as possible.
IN PERSON - You may vote your shares in person by attending the Annual General Meeting.
GO GREEN - e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.astfinancial.com to enjoy online access.
COMPANY NUMBER | |
ACCOUNT NUMBER | |
NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS: The Notice of Meeting, Proxy Statement and Proxy Card are available at https://astproxyportal.com/ast/22993 | ||
Please detach along perforated line and mail in the envelope provided IF you are not voting via telephone or the Internet. |
00030030030030030000 6 | 040422 |
THE BOARD RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR EACH OF THE PROPOSALS. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE ☒ |
To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. |
FOR | AGAINST | ABSTAIN | ||
1a. | To re-elect Mr. Moshe Mizrahy to serve as a Class III director of the Company, and to hold office until the annual general meeting of shareholders to be held in 2025 and until his successor is duly elected and qualified, or until his earlier resignation or retirement. |
FOR | AGAINST | ABSTAIN | ||
1b. | To re-elect Dr. Michael Kreindel to serve as a Class III director of the Company, and to hold office until the annual general meeting of shareholders to be held in 2025 and until his successor is duly elected and qualified, or until his earlier resignation or retirement. |
FOR | AGAINST | ABSTAIN | ||
2. | That the Company’s authorized share capital be increased from NIS 1,000,000 divided into 100,000,000 Ordinary Shares of a nominal value of NIS 0.01 each to NIS 5,000,000 divided into 500,000,000 Ordinary Shares of a nominal value of NIS 0.01 each, and that Article 5 of the Company’s Articles of Association be amended accordingly. |
FOR | AGAINST | ABSTAIN | ||
3. | To approve the re-appointment of Kesselman & Kesselman Certified Public Accounts, a member of PWC, as the Company’s independent auditors for the fiscal year ending December 31, 2022, and its service until the annual general meeting of shareholders to be held in 2023. |
FOR | AGAINST | ABSTAIN | ||
4. | To approve and ratify the grant to each of the following Directors of the Company: Dr. Michael Anghel, Mr. Bruce Mann and Dr. Hadar Ron, 2,000 restricted share units under the Company's 2018 Incentive Plan totaling 6,000 restricted share units, half of which shall vest on December 31, 2022, and the remaining half shall vest on December 31, 2023, subject to their continued services on the date of vesting. |
Signature of Shareholder | Date: | Signature of Shareholder | Date: |
Note: | Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. |
GO GREEN e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.astfinancial.com to enjoy online access. |
00030030030030030000 6 | 040422 |
THE BOARD RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR EACH OF THE PROPOSALS. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE ☒ |
To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. |
FOR | AGAINST | ABSTAIN | ||
1a. | To re-elect Mr. Moshe Mizrahy to serve as a Class III director of the Company, and to hold office until the annual general meeting of shareholders to be held in 2025 and until his successor is duly elected and qualified, or until his earlier resignation or retirement. |
FOR | AGAINST | ABSTAIN | ||
1b. | To re-elect Dr. Michael Kreindel to serve as a Class III director of the Company, and to hold office until the annual general meeting of shareholders to be held in 2025 and until his successor is duly elected and qualified, or until his earlier resignation or retirement. |
FOR | AGAINST | ABSTAIN | ||
2. | That the Company’s authorized share capital be increased from NIS 1,000,000 divided into 100,000,000 Ordinary Shares of a nominal value of NIS 0.01 each to NIS 5,000,000 divided into 500,000,000 Ordinary Shares of a nominal value of NIS 0.01 each, and that Article 5 of the Company’s Articles of Association be amended accordingly. |
FOR | AGAINST | ABSTAIN | ||
3. | To approve the re-appointment of Kesselman & Kesselman Certified Public Accounts, a member of PWC, as the Company’s independent auditors for the fiscal year ending December 31, 2022, and its service until the annual general meeting of shareholders to be held in 2023. |
FOR | AGAINST | ABSTAIN | ||
4. | To approve and ratify the grant to each of the following Directors of the Company: Dr. Michael Anghel, Mr. Bruce Mann and Dr. Hadar Ron, 2,000 restricted share units under the Company's 2018 Incentive Plan totaling 6,000 restricted share units, half of which shall vest on December 31, 2022, and the remaining half shall vest on December 31, 2023, subject to their continued services on the date of vesting. |
Signature of Shareholder | Date: | Signature of Shareholder | Date: |
Note: | Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. |