Tender Offer Statement by Third Party (sc To-t)

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transaction to which the statement relates:

third-party tender offer subject to Rule 14d-1

issuer tender offer subject to Rule 13e-4

going-private transaction subject to Rule 13e-3

amendment to Schedule 13D under Rule 13d-2

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

(Rule 14d-100)

Tender Offer Statement under

Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934

GILAT SATELLITE NETWORKS LTD.

(Name of Subject Company (Issuer))

FIMI OPPORTUNITY IV, L.P.

FIMI ISRAEL OPPORTUNITY IV, LIMITED PARTNERSHIP

FIMI OPPORTUNITY V, L.P.

FIMI ISRAEL OPPORTUNITY FIVE, LIMITED PARTNERSHIP

FIMI IV 2007 LTD.

FIMI FIVE 2012 LTD.

SHIRA AND ISHAY DAVIDI MANAGEMENT LTD.

ISHAY DAVIDI

(Name of Filing Person (Offeror))

ORDINARY SHARES, PAR VALUE NIS 0.20 PER SHARE

(Title of Class of Securities)

M51474118

(CUSIP Number of Class of Securities)

Amiram Boehm

FIMI FIVE 2012 Ltd.

Electra Tower, 98 Yigal Alon St., Tel-Aviv 6789141, Israel

Telephone: +972-3-565-2244

(Name, address and telephone numbers of person authorized to receive

notices and communications on behalf of filing persons)

Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

With copies to:

Sharon Amir, Adv.

Naschitz, Brandes, Amir & Co.

5 Tuval Street

Tel-Aviv 6789717, Israel

Telephone: +972-3-623-5000

Andrew D. Thorpe

Orrick, Herrington & Sutcliffe LLP

405 Howard Street

San Francisco, CA 94105-2669

Telephone: (415) 773-5700

CALCULATION OF FILING FEE

Transaction Valuation*

$25,573,423

Amount of Filing Fee**

$2,972

*	For purposes of calculating the filing fee only, this amount is based on the offer to purchase 5,166,348 ordinary shares of Gilat Satellite Networks Ltd. at a purchase price of $4.95 cash per share.
**	Calculated in accordance with Section 14(g) of the Securities Exchange Act of 1934, as amended, as updated by Fee Advisory #1 for Fiscal Year 2015, by multiplying the transaction valuation by 0.0001162.

Amount Previously Paid: None.

Form or Registration No.: Not Applicable.

Filing Party: Not Applicable.

Date Filed: Not Applicable.

Check the following box if the filing is a final amendment reporting the results of the tender offer: £

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

☐Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

☐Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

This Tender Offer Statement on Schedule TO (this “Schedule TO”) is filed by FIMI Opportunity IV, L.P, a limited partnership organized under the laws of the State of Delaware, FIMI Israel Opportunity IV, Limited Partnership, a limited partnership organized under the laws of the State of Israel, FIMI Opportunity V, L.P, a limited partnership organized under the laws of the State of Delaware and FIMI Israel Opportunity Five, Limited Partnership, a limited partnership organized under the laws of the State of Israel (collectively, the “Bidder”), FIMI IV 2007 Ltd., FIMI Five 2012 Ltd., Shira and Ishay Davidi Management Ltd. and Ishay Davidi, and relates to the offer by the Bidder to purchase 5,166,348 outstanding ordinary shares, nominal (par) value NIS 0.20 per share (the “Shares”), of Gilat Satellite Networks Ltd. (“Gilat”), at $4.95 per Share, net to the seller in cash, less any applicable withholding taxes, and without interest, upon the terms of, and subject to the conditions to, the Offer to Purchase, dated October 24, 2014 (the “Offer to Purchase”) and the related Letter of Transmittal, copies of which are attached hereto as Exhibits (a)(1)(A) and (a)(1)(B), respectively (which, together with any amendments or supplements thereto, constitute the “Offer”).

This Schedule TO is intended to satisfy the reporting requirements of Rule 14d-1 under the Securities Exchange Act of 1934, as amended. Pursuant to General Instruction F to Schedule TO, the information contained in the Offer to Purchase and the Letter of Transmittal is incorporated herein by reference in response to all of the items of this Schedule TO as more particularly described below. Capitalized terms used herein but not otherwise defined have the meaning ascribed to such terms in the Offer to Purchase.

ITEM 1. SUMMARY TERM SHEET.

The information set forth under “Summary Term Sheet” in the Offer to Purchase is incorporated herein by reference.

ITEM 2. SUBJECT COMPANY INFORMATION.

(a) The information set forth in Section 8 (“Information Concerning Gilat”) of the Offer to Purchase is incorporated herein by reference.

(b) The information set forth under “Introduction” in the Offer to Purchase is incorporated herein by reference.

(c) The information set forth under in Section 6 (“Price Range of the Shares Etc.”) in the Offer to Purchase is incorporated herein by reference.

ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.

(a), (b) and (c) The information set forth in the Offer to Purchase under “Introduction,” Section 9 (“Information Concerning the Bidder Group”) and in Schedule I to the Offer to Purchase is incorporated herein by reference.

ITEM 4. TERMS OF THE TRANSACTION.

(a) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:

“Summary Term Sheet;”

“Introduction;”

Section 1 (“Terms of the Offer; Proration; Expiration Date”);

Section 2 (“Acceptance for Payment and Payment”);

Section 3 (“Procedures for Tendering Shares or Notifying Us of Your Objection to the Offer”);

Section 4 (“Withdrawal Rights”);

Section 5 (“Material U.S. Federal Income Tax and Israeli Income Tax Consequences”);

Section 11 (“Conditions of the Offer”); and

Section 14 (“Miscellaneous”).

The information set forth in the Letter of Transmittal and the Notice of Objection, copies of which are attached hereto as Exhibits (a)(1)(B) and (a)(1)(F), respectively, is also incorporated herein by reference.

ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.

(a) and (b) The information set forth in the Offer to Purchase under “Introduction,” “Background to the Offer—Related Party Transactions,” Section 9 (“Information Concerning the Bidder Group”) and Schedule I to the Offer to Purchase is incorporated herein by reference.

ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.

(a) The information set forth in the Offer to Purchase under “Summary Term Sheet,” “Background to the Offer—Background” and “Background to the Offer—Purpose of the Offer; Reasons for the Offer” is incorporated herein by reference.

(c)(1) through (c)(7) The information set forth in the Offer to Purchase under “Background to the Offer—Plans for Gilat after the Offer; Certain Effects of the Offer,” Section 7 (“Effects of the Offer on the Market for Shares; Registration under the Exchange Act”) and Section 9 (“Information Concerning the Bidder Group”) is incorporated herein by reference.

ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

(a), (b) and (d) The information set forth in the Offer to Purchase under “Summary Term Sheet,” “Background to the Offer—Background” and Section 10 (“Sources and Amount of Funds”) is incorporated herein by reference.

ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.

(a) and (b) The information set forth in the Offer to Purchase under “Introduction,” “Background to the Offer—Related Party Transactions,” Section 9 (“Information Concerning the Bidder Group”) and in Schedule I to the Offer to Purchase is incorporated herein by reference.

ITEM 9. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.

(a) The information set forth in the Offer to Purchase under Section 13 (“Fees and Expenses”) is incorporated herein by reference.

ITEM 10. FINANCIAL STATEMENTS.

(a) and (b) Financial and pro forma information with respect to the Bidder has not been included in this Schedule TO because each member of the Bidder Group believes that such financial statements are not material to the decision of holders of Shares whether to sell, tender or hold the Shares in the Offer. The members of the Bidder Group believe that the financial condition of the Bidder is not material because (i) the consideration offered for the Shares consists solely of cash, (ii) the Offer is not subject to any financing condition, and (iii) the Bidder has sufficient sources of cash, including credit lines, to purchase the Shares and, as described in the Offer to Purchase, (A) the Israeli Depositary has agreed to guarantee the Bidder’s obligation to pay for the Shares tendered in the Offer and (B) to secure this guarantee, the Bidder has engaged the Israeli Depositary to act as an escrow agent and has deposited cash into an escrow account in an amount sufficient to pay for the maximum number of Shares that the Bidder is offering to purchase in the Offer.

ITEM 11. ADDITIONAL INFORMATION.

(a) The information set forth in the Offer to Purchase under “Background to the Offer—Interest of Persons in the Offer,” “Background to the Offer—Related Party Transactions,” Section 7 (“Effect of the Offer on the Market for Shares; Registration Under the Exchange Act”), Section 9 (“Information Concerning the Bidder Group”) and Section 12 (“Legal Matters and Regulatory Approvals”) is incorporated herein by reference. The Bidder is not aware of any pending material legal proceedings relating to the Offer.

(c) The information set forth in the Offer to Purchase and the Letter of Transmittal is incorporated herein by reference.

On October 24, 2014, the Bidder issued a press release announcing the commencement of the Offer, a copy of which is filed as Exhibit (a)(5)(A) to this Schedule TO and is incorporated herein by reference.

ITEM 12. EXHIBITS.

NO.		DESCRIPTION
(a)(1)(A)		Offer to Purchase dated October 24, 2014.
(a)(1)(B)		Letter of Transmittal.
(a)(1)(C)		Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(D)		Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(E)		Guidelines for Certification of Taxpayer Identification Number on Substitute W-9.
(a)(1)(F)		Notice of Objection.
(a)(1)(G)		Declaration Form (“Declaration of Status for Israeli Income Tax Purposes”).
(a)(5)(A)		Text of Press Release issued by the Bidder on October 24, 2014.
(a)(5)(B)		Form of Cover of ‘Mifrat’ to be filed with the Israeli Securities Authority on October 24, 2014.*

(a)(5)(C)		Form of Acceptance Notice and Notice of Objection to be filed with the Israeli Securities Authority on October 24, 2014.*
(b)		Not applicable.
(c)		Not applicable.
(d)		Agreement, dated September 17, 2014, by and among (1) FIMI Opportunity Fund IV, L.P., FIMI Israel Opportunity Fund IV, Limited Partnership, FIMI Opportunity V, L.P. and FIMI Israel Opportunity V, Limited Partnership, and (2) York Capital Management, L.P., York Multi-Strategy Master Fund, L.P., York Credit Opportunities Fund, L.P., York Credit Opportunities Fund, L.P., York Credit Opportunities Master Fund, L.P., Jorvik Multi-Strategy Master Fund, L.P. and Permal York Ltd. (incorporated by reference to Exhibit 3 to Amendment No. 10 to Schedule 13D filed on September 18, 2014 by York Capital Management Global Advisors, LLC (File No. 005-49455).
(e)		Not applicable.
(f)		Not applicable.
(g)		Not applicable.
(h)		Not applicable.

*	English translation from Hebrew.

ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.

Not applicable.

SIGNATURES

After due inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certify that the information set forth in this statement is true, complete and correct.

FIMI OPPORTUNITY IV, L.P.

By: FIMI IV 2007 LTD., its general partner

By: /s/ Ishay Davidi

Name: Ishay Davidi

Title: Chief Executive Officer

FIMI ISRAEL OPPORTUNITY IV, LIMITED PARTNERSHIP

By: FIMI IV 2007 LTD., its general partner

By: /s/ Ishay Davidi

Name: Ishay Davidi

Title: Chief Executive Officer

FIMI OPPORTUNITY V, L.P.

By: FIMI FIVE 2012 LTD., its general partner

By: /s/ Ishay Davidi

Name: Ishay Davidi

Title: Chief Executive Officer

FIMI ISRAEL OPPORTUNITY FIVE, LIMITED PARTNERSHIP

By: FIMI FIVE 2012 LTD., its general partner

By: /s/ Ishay Davidi

Name: Ishay Davidi

Title: Chief Executive Officer

FIMI IV 2007 LTD.

By: /s/ Ishay Davidi

Name: Ishay Davidi

Title: Chief Executive Officer

FIMI FIVE 2012 LTD.

By: /s/ Ishay Davidi

Name: Ishay Davidi

Title: Chief Executive Officer

SHIRA AND ISHAY DAVIDI MANAGEMENT LTD.

By: /s/ Ishay Davidi

Name: Ishay Davidi

Title: Chief Executive Officer

/s/ Ishay Davidi

Ishay Davidi

Dated: October 24, 2014

EXHIBIT INDEX

NO.		DESCRIPTION
(a)(1)(A)		Offer to Purchase dated October 24, 2014.
(a)(1)(B)		Letter of Transmittal.
(a)(1)(C)		Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(D)		Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(E)		Guidelines for Certification of Taxpayer Identification Number on Substitute W-9.
(a)(1)(F)		Notice of Objection.
(a)(1)(G)		Declaration Form (“Declaration of Status for Israeli Income Tax Purposes”).
(a)(5)(A)		Text of Press Release issued by the Bidder on October 24, 2014.
(a)(5)(B)		Form of Cover of ‘Mifrat’ to be filed with the Israeli Securities Authority on October 24, 2014.*
(a)(5)(C)		Form of Acceptance Notice and Notice of Objection to be filed with the Israeli Securities Authority on October 24, 2014.*
(b)		Not applicable.
(c)		Not applicable.
(d)		Agreement, dated September 17, 2014, by and among (1) FIMI Opportunity Fund IV, L.P., FIMI Israel Opportunity Fund IV, Limited Partnership, FIMI Opportunity V, L.P. and FIMI Israel Opportunity V, Limited Partnership, and (2) York Capital Management, L.P., York Multi-Strategy Master Fund, L.P., York Credit Opportunities Fund, L.P., York Credit Opportunities Master Fund, L.P., Jorvik Multi-Strategy Master Fund, L.P. and Permal York Ltd. (incorporated by reference to Exhibit 3 to Amendment No. 10 to Schedule 13D filed on September 18, 2014 by York Capital Management Global Advisors, LLC (File No. 005-49455).
(e)		Not applicable.
(f)		Not applicable.
(g)		Not applicable.
(h)		Not applicable.

English translation from Hebrew.

Exihibt (a)(1)(a)

OFFER TO PURCHASE FOR CASH

5,166,348 ORDINARY SHARES

GILAT SATELLITE NETWORKS LTD.

$4.95 NET PER SHARE

FIMI OPPORTUNITY IV, L.P.

FIMI ISRAEL OPPORTUNITY IV, LIMITED PARTNERSHIP

FIMI OPPORTUNITY V, L.P.

FIMI ISRAEL OPPORTUNITY FIVE, LIMITED PARTNERSHIP

IN AN OFFER BEING CONDUCTED IN THE UNITED STATES AND ISRAEL

THE INITIAL OFFER PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 10:00 A.M.,

NEW YORK TIME, OR 5:00 P.M., ISRAEL TIME, ON NOVEMBER 25, 2014, UNLESS THE OFFER IS EXTENDED.

We, FIMI Opportunity IV, L.P, a limited partnership organized under the laws of the State of Delaware, FIMI Israel Opportunity IV, Limited Partnership, a limited partnership organized under the laws of the State of Israel, FIMI Opportunity V, L.P, a limited partnership organized under the laws of the State of Delaware and FIMI Israel Opportunity Five, Limited Partnership, a limited partnership organized under the laws of the State of Israel (collectively, “FIMI”), are offering to purchase 5,166,348 ordinary shares, NIS 0.20 par value per share, of Gilat Satellite Networks Ltd., or Gilat shares, at the price of $4.95 per Gilat share, net to you (subject to withholding taxes, as applicable), in cash, without interest. As of September 30, 2014, there was a total of 42,601,899 Gilat shares issued and outstanding.

THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THE FOLLOWING:

(I)

GILAT SHARES THAT REPRESENT 5.0% OF THE ISSUED AND OUTSTANDING SHARES AND VOTING POWER OF GILAT (CURRENTLY, 2,130,095 GILAT SHARES) ON THE INITIAL COMPLETION DATE (AS DEFINED BELOW) ARE VALIDLY TENDERED AND NOT PROPERLY WITHDRAWN PRIOR TO THE COMPLETION OF THE INITIAL OFFER PERIOD (AS DEFINED BELOW);

(II)

IN ACCORDANCE WITH ISRAELI LAW, AT THE COMPLETION OF THE INITIAL OFFER PERIOD, THE AGGREGATE NUMBER OF GILAT SHARES VALIDLY TENDERED AND NOT PROPERLY WITHDRAWN IS GREATER THAN THE AGGREGATE NUMBER OF GILAT SHARES REPRESENTED BY NOTICES OF OBJECTION TO THE CONSUMMATION OF THE OFFER; AND

(III)

THE APPROVAL OF THE ISRAELI ANTITRUST AUTHORITY TO THE INCREASE OF FIMI'S SHAREHOLDINGS IN GILAT TO MORE THAN 25% OF GILAT'S ISSUED AND OUTSTANDING SHARE CAPITAL.

THE OFFER IS ALSO SUBJECT TO CERTAIN OTHER CONDITIONS CONTAINED IN THIS OFFER TO PURCHASE. SEE SECTION 11, WHICH SETS FORTH IN FULL THE CONDITIONS OF THE OFFER.

THE OFFER IS NOT CONDITIONED ON THE AVAILABILITY OF FINANCING OR THE APPROVAL OF THE BOARD OF DIRECTORS OF THE COMPANY.

IF MORE THAN 5,166,348 GILAT SHARES ARE VALIDLY TENDERED AND NOT PROPERLY WITHDRAWN IN THE UNITED STATES AND ISRAEL IN THE AGGREGATE, WE WILL PURCHASE A PRO RATA NUMBER OF GILAT SHARES FROM ALL TENDERING SHAREHOLDERS, SO THAT WE WOULD PURCHASE NO MORE THAN 5,166,348 GILAT SHARES.

THE INITIAL PERIOD OF THE OFFER WILL EXPIRE AT 10:00 A.M., NEW YORK TIME, OR 5:00 P.M., ISRAEL TIME, ON NOVEMBER 25, 2014, UNLESS THE INITIAL PERIOD OF THE OFFER IS EXTENDED. WE REFER TO THIS PERIOD, AS MAY BE EXTENDED, AS THE INITIAL OFFER PERIOD. UPON THE TERMS AND SUBJECT TO THE CONDITIONS OF THE OFFER, IF PRIOR TO THE COMPLETION OF THE INITIAL OFFER PERIOD, ALL THE CONDITIONS OF THE OFFER ARE SATISFIED OR, SUBJECT TO APPLICABLE LAW, WAIVED BY US, WE WILL PROVIDE YOU WITH AN ADDITIONAL FOUR CALENDAR-DAY PERIOD, UNTIL 10:00 A.M., NEW YORK TIME, OR 5:00 P.M., ISRAEL TIME, ON NOVEMBER 29, 2014, DURING WHICH YOU MAY TENDER YOUR GILAT SHARES. WE REFER TO THIS ADDITIONAL PERIOD AS THE ADDITIONAL OFFER PERIOD. THE EXPIRATION OF THE ADDITIONAL OFFER PERIOD WILL CHANGE IF WE DECIDE TO EXTEND THE INITIAL OFFER PERIOD. SEE SECTION 1 AND SECTION 11.

The Gilat shares are listed on the Nasdaq Global Select Market, or Nasdaq, under the ticker symbol “GILT” and on the Tel Aviv Stock Exchange Ltd., or the TASE. On September 16, 2014, the last trading day before we announced our intention to commence the offer, the closing sale price of the Gilat shares was $4.79 on Nasdaq and NIS 17.37 ($4.77 based on an exchange rate of NIS 3.641 per United States dollar as of September 16, 2014) on the TASE. We encourage you to obtain current market quotations for the Gilat shares before deciding whether to tender your Gilat shares. See Section 6.

In the United States, the Information Agent for the Offer is:

D.F. King & Co., Inc.

In Israel, information concerning the offer is available from our legal counsel:

Naschitz, Brandes, Amir & Co., Advocates

October 24, 2014

IMPORTANT

The offer is being conducted simultaneously in the United States and Israel. Pursuant to the Israeli Securities Law, 5728-1968 and the regulations promulgated thereunder relating to tender offers, to which we collectively refer as the Israeli Securities Law, we have filed this offer to purchase together with a cover statement in the Hebrew language with the Israeli Securities Authority, or the ISA, and the TASE. We have also filed an English translation of the cover statement from the Hebrew language as an exhibit to the Schedule TO that we filed with the United States Securities and Exchange Commission, or the SEC.

The offer has not been approved or disapproved by the SEC, any state securities commission, or the ISA, nor has the SEC, any state securities commission or the ISA passed upon the fairness or merits of the offer or upon the accuracy or adequacy of the information contained in this offer to purchase. Any representation to the contrary is a criminal offense.

We have not authorized any person to make any recommendation on our behalf as to whether you should or should not tender your Gilat shares in the offer. You should rely only on the information contained in this offer to purchase and the other related documents delivered to you or to which we have referred you. We have not authorized any person to give any information or to make any representation in connection with the offer, other than those contained in this offer to purchase and the other related documents delivered to you or to which we have referred you. If anyone makes any recommendation or representation to you or gives you any information, you must not rely on that recommendation, representation or information as having been authorized by us.

Holders of Gilat shares who hold their Gilat shares through a TASE member, or who are named as holders of Gilat shares in the Register of Shareholders of Gilat in Israel, should tender their Gilat shares to Bank of Jerusalem Ltd., who, with its affiliates, serves as the Israeli Depositary, pursuant to the applicable instructions in Section 3. All other holders of Gilat shares should tender their Gilat shares to American Stock Transfer & Trust Company, the U.S. Depositary (which we refer to, together with the Israeli Depositary, as the Depositaries), pursuant to the applicable instructions in Section 3. For the addresses and telephone numbers of our Depositaries, see the back cover of this offer to purchase.

Upon the terms and subject to the conditions of the offer (including any terms and conditions of any extension or amendment), subject to proration, we will accept for payment and pay for the Gilat shares that are validly tendered and not properly withdrawn prior to 10:00 a.m., New York time, or 5:00 p.m., Israel time, on November 25, 2014, unless we extend the period of time during which the initial period of the offer is open. This period, as may be extended, is referred to as the Initial Offer Period, and the date of completion of the Initial Offer Period is referred to as the Initial Completion Date. We will publicly announce in accordance with applicable law, and in any event issue a press release by 9:00 a.m., New York time, or 4:00 p.m., Israel time, on the U.S. business day following the Initial Completion Date, stating whether or not the conditions of the offer have been satisfied or, subject to applicable law, waived by us. As required by Israeli law, if the conditions of the offer are satisfied or, subject to applicable law, waived by us, then if, with respect to each Gilat share owned by you,

you have not yet responded to the offer,

you have notified us of your objection to the offer, or

you have validly tendered such Gilat share but have properly withdrawn your tender during the Initial Offer Period,

then you will be afforded an additional four calendar-day period, until 10:00 a.m., New York time, or 5:00 p.m., Israel time, on November 29, 2014, during which you may tender each such Gilat share. We refer to this additional period as the Additional Offer Period. The date of completion of the Additional Offer Period will change if we decide to extend the Initial Offer Period. Gilat shares tendered during the Initial Offer Period may be withdrawn at any time prior to 10:00 a.m., New York time, or 5:00 p.m., Israel time, on the Initial Completion Date, but not during the Additional Offer Period. See Section 1, Section 4 and Section 11.

Any questions and requests for assistance may be directed to D.F. King & Co., Inc., our Information Agent in the United States, or Naschitz, Brandes, Amir & Co., Advocates, our legal counsel in Israel, at their addresses and telephone numbers set forth on the back cover of this offer to purchase.

Additional copies of this offer to purchase, the Letter of Transmittal and other related materials may be obtained from the Information Agent or the Israeli Depositary upon request.

TABLE OF CONTENTS

SUMMARY TERM SHEET	1
INTRODUCTION	6
FORWARD-LOOKING STATEMENTS	8
BACKGROUND TO THE OFFER	9
Background	9
Purpose of the Offer; Reasons for the Offer	9
Plans for Gilat after the Offer; Certain Effects of the Offer	10
Rights of Shareholders Who Do Not Accept the Offer	11
Interest of Persons in the Offer	11
Related Party Transactions	11
THE TENDER OFFER	12
1. TERMS OF THE OFFER; PRORATION; EXPIRATION DATE	12
2. ACCEPTANCE FOR PAYMENT AND PAYMENT	14
3. PROCEDURES FOR TENDERING SHARES OR NOTIFYING US OF YOUR OBJECTION TO THE OFFER	15
4. WITHDRAWAL RIGHTS	20
5. MATERIAL U.S. FEDERAL INCOME TAX AND ISRAELI INCOME TAX CONSEQUENCES	21
6. PRICE RANGE OF THE SHARES ETC.	25
7. EFFECTS OF THE OFFER ON THE MARKET FOR SHARES; REGISTRATION UNDER THE EXCHANGE ACT	27
8. INFORMATION CONCERNING GILAT	27
9. INFORMATION CONCERNING THE BIDDER GROUP	28
10. SOURCES AND AMOUNT OF FUNDS	29
11. CONDITIONS OF THE OFFER	29
12. LEGAL MATTERS AND REGULATORY APPROVALS	31
13. FEES AND EXPENSES	32
14. MISCELLANEOUS	32
ANNEX A Excerpt of Section 331 of the Israeli Companies Law, 5759-1999	34
ANNEX B Definition of Israeli Resident for Israeli Tax Purposes	35
SCHEDULE I	36

Unless the context otherwise requires, all references in this offer to purchase to “FIMI,” “us,” “we,” and “our” are to FIMI Opportunity IV, L.P, a limited partnership organized under the laws of the State of Delaware, FIMI Israel Opportunity IV, Limited Partnership, a limited partnership organized under the laws of the State of Israel,

FIMI Opportunity V, L.P, a limited partnership organized under the laws of the State of Delaware and FIMI Israel Opportunity Five, Limited Partnership, a limited partnership organized under the laws of the State of Israel, all references to “Gilat” are to Gilat Satellite Networks Ltd., all references to “Nasdaq” are to the Nasdaq Global Select Market, all references to “TASE” are to the Tel Aviv Stock Exchange Ltd., all references to “dollars” or “$” are to United States dollars, all references to “NIS” are to New Israeli Shekels, and all references to the “Israeli Companies Law” are to the Israeli Companies Law 5759-1999, as amended.

Unless the context otherwise requires, the percentages of the issued and outstanding Gilat shares and the percentages of the voting power of Gilat stated throughout this offer to purchase are based on 42,601,899 shares issued and outstanding as of September 30, 2014.

Unless otherwise indicated or the context otherwise requires, for purposes of this offer to purchase, (i) an “Israeli business day” means any day other than a Friday, Saturday, or any other day on which the banks in both Israel and the U.S. are permitted not to be open for business and (ii) a “U.S. business day” means any day other than a Saturday, Sunday, U.S. federal holiday or any other day on which the banks in the U.S. are permitted not to be open for business.

SUMMARY TERM SHEET

This summary term sheet is a brief summary of the material provisions of this offer to purchase 5,166,348 ordinary shares of Gilat, par value NIS 0.20 per share (which we refer to as Gilat shares) being made by FIMI, and is meant to help you understand the offer. This summary term sheet is not meant to be a substitute for the information contained in the remainder of this offer to purchase, and the information contained in this summary term sheet is qualified in its entirety by the fuller descriptions and explanations contained in the later pages of this offer to purchase. The following are some of the questions you, as a shareholder of Gilat, may have about us and the offer and answers to those questions. We recommend that you read carefully this entire offer to purchase, the Letter of Transmittal and other related documents delivered to you prior to making any decision regarding whether to tender your shares.

WHO IS OFFERING TO BUY MY SECURITIES?

We, FIMI Opportunity IV Fund, L.P., FIMI Israel Opportunity Fund IV, Limited Partnership, FIMI Opportunity V, L.P. and FIMI Israel Opportunity Five, Limited Partnership, are limited partnerships that are part of a group of private equity funds known as the FIMI Funds. The FIMI Funds invest in companies that are predominantly located in Israel or that have significant ties or relations to Israel.

We are controlled by our general partners FIMI IV 2007 Ltd., a private company limited by shares and FIMI Five 2012 Ltd., a private company limited by shares, the two managing general partners of the FIMI Funds, and each entity in a chain of ownership that leads up to Mr. Ishay Davidi, the founder of the FIMI Funds. This chain of entities consists, in addition to FIMI IV 2007 Ltd. and FIMI Five 2012 Ltd., of Shira and Ishay Davidi Management Ltd. See Section 9. Because FIMI IV 2007 Ltd., FIMI Five 2012 Ltd., Shira and Ishay Davidi Management Ltd. and Ishay Davidi control us and helped to structure our offer, our offer may be deemed to be made on behalf of these controlling persons, and in this offer to purchase we refer to them and us collectively as our “bidder group.”

HOW MANY SHARES ARE SOUGHT IN THIS OFFER?

·	Subject to certain conditions, we are offering to purchase 5,166,348 Gilat shares, representing approximately 12.1% of the issued and outstanding Gilat shares and of the voting power of Gilat. See Section 1.

If more than 5,166,348 shares are validly tendered and not properly withdrawn, we will purchase 5,166,348 shares on a pro rata basis from all shareholders who have validly tendered their shares in the Initial Offer Period and the Additional Offer Period and have not properly withdrawn their shares before the completion of the Initial Offer Period. The number of shares that we will purchase from each tendering shareholder will be based on the total number of shares validly tendered by all shareholders in the Initial Offer Period and the Additional Offer Period and not properly withdrawn before the completion of the Initial Offer Period. You may only withdraw previously tendered shares prior to the completion of the Initial Offer Period. See Section 1 and Section 4.

Pursuant to an Agreement, dated as of September 17, 2014 among (i) FIMI and (ii) York Credit Management, L.P., York Multi-Strategy Master Fund, L.P., York Credit Opportunities Fund, L.P., York Credit Opportunities Master Fund, L.P., Jorvik Multi-Strategy Master Fund, L.P. and Permal York Ltd. (collectively, “York”), (a) we undertook to make a public “special tender offer” pursuant to Israeli Law, on or prior to October 24, 2014, to acquire 5,166,348 Gilat shares at a price of $4.95 per Gilat share, and (b) York undertook to accept the offer in respect of the 5,166,348 Gilat Shares held by it in consideration for a price of $4.95 per Gilat share.

WHY ARE YOU CONDUCTING THIS OFFER?

We are conducting the offer to increase our interest in Gilat because we believe in the long-term value of Gilat and in order to comply with the requirements of Israeli law. Under Israeli law, a purchase of shares of a public company may not be made other than by way of a “special tender offer” meeting certain requirements if, among other things, as a result of the purchase, the purchaser would own or would be deemed to beneficially own more than 25.0% of the aggregate voting power of the company and no other person owns at least 25.0% of the aggregate voting power of the company. As of October 23, 2014 we beneficially held 9,776,324 Gilat Shares, representing approximately 23% of the issued and outstanding Gilat shares. Accordingly, in order for us to purchase additional Gilat shares that would increase our voting power in Gilat to more than 25.0%, we are required to conduct the offer as a “special tender offer” meeting the requirements of Israeli law. See “Background to the Offer – Background” and “Background to the Offer – Purpose of the Offer; Reasons for the Offer.”

HOW MUCH ARE YOU OFFERING TO PAY AND WHAT IS THE FORM OF PAYMENT?

We are offering to pay $4.95 per Gilat share, net to you (subject to withholding taxes, as applicable), in cash, without interest. All shareholders tendering their Gilat shares in the offer will be paid solely in United States dollars. See “Introduction”, Section 1 and Section 2, and, with respect to withholding taxes, Section 5.

WHAT PERCENTAGE OF THE GILAT SHARES DO YOU CURRENTLY OWN AND HOW MUCH WILL YOU OWN IF THE OFFER IS COMPLETED?

·	We currently beneficially own 9,776,324 Gilat shares, representing approximately 23% of the issued and outstanding Gilat shares.

·	Following the consummation of the offer, we will beneficially own 14,942,672 Gilat shares, representing approximately 35.1% of the issued and outstanding Gilat shares. See “Introduction” and Section 11.

WHAT IS THE MARKET VALUE OF MY GILAT SHARES AS OF A RECENT DATE?

On September 16, 2014, the last trading day before we announced our intention to commence the offer, the closing sale price of the Gilat shares was $4.79 on Nasdaq and NIS 17.37 ($4.77 based on an exchange rate of NIS 3.641 per United States dollar as of September 16, 2014) on the TASE. We recommend that you obtain a recent quotation for your Gilat shares prior to deciding whether or not to tender your Gilat shares. See Section 6.

DO YOU HAVE THE FINANCIAL RESOURCES TO PAY THE PURCHASE PRICE IN THE OFFER?

·	Yes. We possess all of the necessary funds to consummate the offer from cash on hand. The offer is not conditioned on the availability of financing.

According to Israeli law, to secure the payment for the Gilat shares tendered pursuant to the offer, the Israeli Depositary, which is a member of the TASE, has agreed to guarantee our obligation to pay for the Gilat shares. To secure this guarantee, we have engaged the Israeli Depositary to act as an escrow agent and have deposited cash into an escrow account in an amount sufficient to pay for the maximum number of Gilat shares that we are offering to purchase.

See Section 2 and Section 10.

IS YOUR FINANCIAL CONDITION RELEVANT TO MY DECISION ON WHETHER TO TENDER IN THE OFFER?

No. Because our offer is not conditioned on the availability of financing, we possess all of the necessary funds to consummate the offer from cash on hand, and we have deposited cash into an escrow account with the Israeli Depositary in an amount sufficient to pay for the maximum number of Gilat shares that we are offering to purchase.

See Section 2 and Section 10.

CAN I OBJECT TO THE OFFER?

Yes. Pursuant to Israeli law, you may object to the offer. If you want to notify us of your objection to the offer you must complete and sign the accompanying Notice of Objection and deliver it prior to the completion of the Initial Offer Period on November 25, 2014 (as may be extended) by following the applicable procedures and instructions described in Section 3. Under Israeli law, since following the consummation of the offer we will be beneficial owners of more than 25.0% of the voting power of Gilat, the aggregate number of Gilat shares validly tendered pursuant to the offer and not properly withdrawn at the completion of the Initial Offer Period must exceed the aggregate number of Gilat shares represented by Notices of Objection to the offer. This is one of the conditions of the offer, and if it is not met, we will be prohibited from purchasing any Gilat shares tendered pursuant to the offer.

See the answer to the question “What are the most significant conditions of the offer?” below, “Background to the Offer – Rights of Shareholders Who Do Not Accept the Offer” Section 3 and Section 11.

WHAT ARE THE MOST SIGNIFICANT CONDITIONS OF THE OFFER?

·	Gilat shares representing 5.0% of the issued and outstanding shares and voting power of Gilat on the Initial Completion Date (currently, 2,130,095 Gilat shares) must be validly tendered and not properly withdrawn prior to the completion of the Initial Offer Period;

·	At the completion of the Initial Offer Period, the aggregate number of Gilat shares validly tendered pursuant to the offer and not properly withdrawn (excluding Gilat shares held by us) must be greater than the aggregate number of Gilat shares represented by Notices of Objection to the offer; and

The approval of the Israeli Antitrust Authority to the increase of FIMI's shareholdings in Gilat to more than 25% of Gilat's issued and outstanding share capital.

The offer is not conditioned on the availability of financing or the approval of the board of directors of Gilat.

See “Background to the Offer – Rights of Shareholders Who Do Not Accept the Offer” and Section 11, which sets forth in full the conditions of the offer and describes those conditions of the offer that may be waived by us.

WHAT WILL HAPPEN IF THE CONDITIONS OF THE OFFER ARE NOT SATISFIED?

·	If any condition is not satisfied, we may elect not to purchase, or may be prohibited from purchasing, any Gilat shares tendered pursuant to the offer, or, subject to applicable law, we may waive such conditions. See “Introduction”, Section 1 and Section 11.

HOW LONG DO I HAVE TO DECIDE WHETHER TO ACCEPT THE OFFER AND TENDER MY SHARES?

You may tender your Gilat shares until 10:00 a.m., New York time, or 5:00 p.m., Israel time, on November 25, 2014 (as may be extended). We refer to this period, as may be extended, as the Initial Offer Period, and the date of completion of the Initial Offer Period is referred to as the Initial Completion Date.

We will publicly announce in accordance with applicable law, and in any event issue a press release by 9:00 a.m., New York time, or 4:00 p.m., Israel time, on the U.S. business day following the Initial Completion Date, stating whether or not the conditions of the offer have been satisfied or, subject to applicable law, waived by us. As required by Israeli law, if the conditions of the offer are satisfied or, subject to applicable law, waived by us, then if, with respect to each Gilat share owned by you,

you have not yet responded to the offer,

you have notified us of your objection to the offer, or

you have validly tendered such Gilat share but have properly withdrawn your tender during the Initial Offer Period, you will be afforded an additional four calendar-day period following the Initial Completion Date, until 10:00 a.m., New York time, or 5:00 p.m., Israel time, on November 29, 2014, during which you may tender each such Gilat share. We refer to this additional period as the Additional Offer Period and the date of expiration of the Additional Offer Period is referred to as the Final Expiration Date. The Final Expiration Date will change if we decide to extend the Initial Offer Period.

See “Introduction,” Section 1, Section 3 and Section 11.

HOW DO I TENDER MY GILAT SHARES AND TO WHICH DEPOSITARY SHOULD I TENDER?

This depends on the manner in which you hold your Gilat shares:

·	If you hold your Gilat shares through a TASE member or you are named as a holder of the Gilat shares in the Register of Shareholders of Gilat in Israel, you should tender your Gilat shares to the Israeli Depositary by following the applicable procedures and instructions described in Section 3; and

·	All other holders of Gilat shares should tender their Gilat shares to the U.S. Depositary by following the applicable procedures and instructions described in Section 3.

CAN I TENDER MY GILAT SHARES USING A GUARANTEED DELIVERY PROCEDURE?

·	No. You may only tender your Gilat shares by following the applicable procedures and instructions described in Section 3.

WHEN CAN I WITHDRAW THE GILAT SHARES I TENDERED PURSUANT TO THE OFFER?

You may withdraw any previously tendered Gilat shares at any time prior to the completion of the Initial Offer Period, but not during the Additional Offer Period. In addition, under U.S. law, tendered Gilat shares may be withdrawn at any time after 60 days from the date of the commencement of the offer if the Gilat shares have not yet been accepted for payment by us. See Section 1 and Section 4.

WHEN WILL YOU PAY FOR THE GILAT SHARES TENDERED IN THE OFFER?

All of the Gilat shares validly tendered pursuant to the offer and not properly withdrawn will be paid for promptly following the Final Expiration Date, subject to proration. We expect to make such payment, including in the event that proration of tendered Gilat shares is required, within four U.S. business days following the Final Expiration Date. See Section 1, Section 2 and Section 11.

CAN THE OFFER BE EXTENDED, AND UNDER WHAT CIRCUMSTANCES?

·	We have the right, in our sole discretion, to extend the Initial Offer Period, subject to applicable law. In addition, in certain circumstances, we may be required by law to extend the Initial Offer Period. See Section 1.

HOW WILL I BE NOTIFIED IF THE OFFER IS EXTENDED?

If we decide to extend the Initial Offer Period, we will inform the Depositaries, the Information Agent and our Israeli legal counsel of that fact. We will also publicly announce the new Initial Completion Date in accordance with applicable law, and in any event issue a press release to this effect no later than 9:00 a.m., New York time, or 4:00 p.m., Israel time, on the first U.S. business day following the day on which we decide to extend the Initial Offer Period. Under Israeli law, we are required to publicly announce the new expiration date no later than one Israeli business day prior to the Initial Completion Date. See Section 1.

HAS GILAT OR ITS BOARD OF DIRECTORS ADOPTED A POSITION ON THE OFFER?

Under Israeli law, Gilat’s board of directors is required, no later than five Israeli business days prior to the Initial Completion Date, to express its opinion to the shareholders on the advisability of the offer. Gilat’s board of directors may refrain from expressing an opinion if it cannot do so, as long as it gives the reasons for not providing an opinion.

As of the date of this offer to purchase, Gilat’s board of directors has not made any recommendation regarding acceptance or rejection of the offer or expressed an opinion regarding the advisability of the offer.

ARE THERE ANY CONFLICTS OF INTEREST IN THE OFFER?

·	Yes. Ishay Davidi may have a conflict between his interest, as the controlling person of our bidder group, to complete this offer at the lowest possible cost to us, and his duty, as a director of Gilat, to act in the best interests of Gilat.

Two members of the board of directors of Gilat, Ishay Davidi and Amiram Boehm, a partner in the FIMI Funds, were designated by us to Gilat's board of directors.

See “Background to the Offer – Purpose of the Offer; Reasons for the Offer” and “Background to the Offer – Interest of Persons in the Offer”.

WHAT ARE THE TAX CONSEQUENCES OF THE OFFER?

·	The receipt of cash for Gilat shares accepted for payment by us from tendering shareholders who are “United States persons” for United States federal income tax purposes will be treated as a taxable transaction for United States federal income tax purposes.

The receipt of cash for Gilat shares accepted for payment by us from tendering shareholders generally will be a taxable transaction for Israeli income tax purposes for both Israeli residents and non-Israeli residents, unless a specific exemption is available or a tax treaty between Israel and the shareholder’s country of residence provides otherwise.

We have obtained an approval from the Israeli Tax Authority with respect to the Israeli withholding tax rates applicable to shareholders as a result of the sale of Gilat shares pursuant to the offer. The approval provides, among other things, that (1) tendering shareholders who acquired their Gilat shares after Gilat’s initial public offering on Nasdaq in 1993 and who certify that they are non-Israeli residents (and, in the case of a corporation, that no Israeli residents (x) hold 25.0% or more of the means to control such corporation or (y) are the beneficiaries of, or are entitled to, 25.0% or more of the revenues or profits of such corporation, whether directly or indirectly), will not be subject to Israeli withholding tax, (2) payments to be made to tendering shareholders who acquired their Gilat shares after Gilat’s initial public offering on Nasdaq in 1993 and who hold their Gilat shares through an Israeli broker or Israeli financial institution will be made by us without any Israeli withholding at source, and the relevant Israeli broker or Israeli financial institution will withhold Israeli tax, if any, as required by Israeli law. The approval does not address shareholders who are not described in clauses (1) and (2) above, and therefore they will be subject to Israeli withholding tax at the applicable rate of the gross proceeds payable to them pursuant to the offer as prescribed by Israeli tax law.

We recommend that you seek professional advice from your own advisors concerning the tax consequences applicable to your particular situation. See Section 5.

WILL THE OFFER RESULT IN THE DELISTING OF THE GILAT SHARES?

·	No. Gilat shares will continue to trade on Nasdaq and the TASE following completion of the offer. See Section 7.

WITH WHOM MAY I TALK IF I HAVE QUESTIONS ABOUT THE OFFER?

You can call D.F. King & Co., Inc., our Information Agent in the United States, at 212-493-3910 or Toll Free 866-406-2288, or our legal counsel in Israel, Naschitz, Brandes, Amir & Co., Advocates, at +972-3623-5000, during their respective normal business hours. See the back cover of this offer to purchase.

INTRODUCTION

We, FIMI Opportunity IV, L.P, a limited partnership organized under the laws of the State of Delaware, FIMI Israel Opportunity IV, Limited Partnership, a limited partnership organized under the laws of the State of Israel, FIMI Opportunity V, L.P, a limited partnership organized under the laws of the State of Delaware and FIMI Israel Opportunity Five, Limited Partnership, a limited partnership organized under the laws of the State of Israel (collectively, “FIMI”), hereby offer to purchase 5,166,348 ordinary shares, par value NIS 0.20 per share, of Gilat Satellite Networks Ltd., or Gilat shares, at a price of $4.95 per share, net to you (subject to withholding taxes, as applicable), in cash, without interest. The offer is subject to the terms and conditions set forth in this offer to purchase, the Letter of Transmittal and the other related documents delivered to you.

Gilat shares are listed on the Nasdaq Global Select Market, or Nasdaq, under the ticker symbol “GILT” and on the Tel Aviv Stock Exchange Ltd., or the TASE. As of September 30, 2014, there was a total of 42,601,899 Gilat shares issued and outstanding. As of the date of this offer to purchase, we beneficially own 9,776,324 Gilat shares, representing approximately 23.0% of the issued and outstanding Gilat shares. As a result, if we purchase 5,166,348 Gilat shares pursuant to the offer, we would beneficially own 14,942,672 Gilat shares, representing approximately 35.1% of the issued and outstanding Gilat shares.

FIMI is part of a group of private equity funds known as the FIMI Funds. The FIMI Funds invest in companies that are predominantly located in Israel or that have significant ties or relations to Israel.

We are controlled by our general partners FIMI IV 2007 Ltd. and FIMI Five 2012 Ltd. and an entity in a chain of ownership that leads up to Ishay Davidi, the founder of the FIMI Funds. This entity is Shira and Ishay Davidi Management Ltd. Because FIMI IV 2007 Ltd., FIMI Five 2012 Ltd ., Shira and Ishay Davidi Management Ltd. and Ishay Davidi control us and helped structure our offer, our offer may be deemed to be made on behalf of these controlling persons, and in this offer to purchase we refer to them and us collectively as our “bidder group.”

Ishay Davidi may have a conflict between his interest, as the ultimate controlling person of our bidder group, to complete this offer at the lowest possible cost to us, and his duty, as a director of Gilat, to act in the best interests of Gilat. Two members of Gilat’s board of directors, including Ishay Davidi, were designated by us to Gilat's board of directors.

The offer is being conducted simultaneously in the United States and in Israel. The initial period of the offer will be completed at 10:00 a.m., New York time, or 5:00 p.m., Israel time, on November 25, 2014. We refer to this period, as may be extended, as the Initial Offer Period, and the date of completion of the Initial Offer Period is referred to as the Initial Completion Date. We will publicly announce in accordance with applicable law, and in any event issue a press release by 9:00 a.m., New York time, or 4:00 p.m., Israel time, on the U.S. business day following the Initial Completion Date, stating whether or not the conditions of the offer have been satisfied or, subject to applicable law, waived by us. As required by Israeli law, if the conditions of the offer have been satisfied or, subject to applicable law, waived by us, then if, with respect to each Gilat share owned by you, (a) you have not yet responded to the offer, (b) you have notified us of your objection to the offer, or (c) you have validly tendered such Gilat share but have properly withdrawn your tender during the Initial Offer Period, then you will be afforded an additional four calendar-day period, until 10:00 a.m., New York time, or 5:00 p.m., Israel time, on November 29, 2014, during which you may tender each such Gilat share. We refer to this additional period as the Additional Offer Period and the date of expiration of the Additional Offer Period is referred to as the Final Expiration Date. The Final Expiration Date will change if we decide to extend the Initial Offer Period.

We have applied to the SEC for exemptive relief from Rule 14d-7(a) and no-action relief under the provisions of Rule 14e-1(c) to provide the four-day additional offering period without withdrawal rights.

If you are a record owner of Gilat shares and tender directly to American Stock Transfer & Trust Company, the U.S. Depositary, or to Bank of Jerusalem Ltd., the Israeli Depositary (which we refer to together as the Depositaries), you generally will not be obligated to pay brokerage fees or commissions, service fees or commissions or, except as set forth in the Letter of Transmittal, share transfer taxes with respect to the sale of your Gilat shares in the offer. If you hold your Gilat shares through a bank or broker, we recommend that you check whether they charge any service or other fees.

We will pay the fees and expenses of the Depositaries in connection with the offer. The Depositaries will act as agents for tendering shareholders for the purpose of receiving payment from us and transmitting payments to tendering shareholders whose Gilat shares are accepted for payment. We will also pay the fees and expenses of D.F. King & Co., Inc., our Information Agent, and Naschitz, Brandes, Amir & Co., Advocates, our Israeli legal counsel, who will both facilitate and answer questions concerning the offer during their respective normal business hours.

The offer is conditioned on Gilat shares representing 5.0% of the issued and outstanding shares and voting power of Gilat on the Initial Completion Date (currently, 2,130,095 Gilat shares), being validly tendered and not properly withdrawn, and we may terminate the offer if the total number of Gilat shares validly tendered and not properly withdrawn prior to 10:00 a.m., New York time, or 5:00 p.m., Israel time, on the Initial Completion Date is less than 5.0% of the issued and outstanding shares and voting power of Gilat on the Initial Completion Date. Certain other conditions to the consummation of the offer are described in Section 11. We reserve the right (subject to applicable law and the rules of the United States Securities and Exchange Commission, or the SEC) to amend or, other than the conditions set forth in clause (a) and clause (c) of Section 11, waive any one or more of the terms and conditions of the offer. However, if any of these conditions is not satisfied, we may elect not to purchase, or may be prohibited from purchasing any Gilat shares tendered pursuant to the offer. The offer is not conditioned on the availability of financing or the approval of the board of directors of Gilat. See Section 1, Section 10 and Section 11.

Under applicable U.S. law, no later than ten U.S. business days from the date of this offer to purchase, Gilat is required to publish, send or give to you a statement disclosing that it either recommends acceptance or rejection of the offer, expresses no opinion and remains neutral toward the offer, or is unable to take a position with respect to the offer. Under Israeli law, Gilat’s board of directors is required, no later than five Israeli business days prior to the Initial Completion Date, to express its opinion to the shareholders on the advisability of the offer. Gilat’s board of directors may refrain from expressing an opinion if it cannot do so, as long as it gives the reasons for not providing an opinion. As of the date of this offer to purchase Gilat’s board of directors has not made such a statement.

This offer to purchase, the Letter of Transmittal and the other related documents delivered to you contain important information which should be read carefully before any decision is made with respect to the offer.

FORWARD-LOOKING STATEMENTS

This offer to purchase, the Letter of Transmittal and the other related documents delivered to you and/or incorporated by reference herein include “forward-looking statements” that are not purely historical regarding our intentions, hopes, beliefs, expectations and strategies for the future, including, without limitation:

statements regarding the public float of Gilat shares following consummation of the offer;

statements regarding whether the Gilat shares will continue to be “margin securities” following consummation of the offer;

statements regarding whether the Gilat shares will continue to be traded on Nasdaq or the TASE or registered under the United States Securities Exchange Act of 1934, as amended, following consummation of the offer;

statements regarding the plans, objectives or expectations regarding the future operations or status of us or Gilat; and

any statement of assumptions underlying any of the foregoing.

Forward-looking statements that are based on various assumptions (some of which are beyond our control) may be identified by the use of forward-looking terminology, such as “may,” “can be,” “will,” “expects,” “anticipates,” “intends,” “believes,” “believe in the value,” and similar words and phrases. Such forward-looking statements are inherently subject to known and unknown risks and uncertainties. Actual results could differ materially from those set forth in forward-looking statements due to a variety of factors, including, but not limited to:

changes in domestic and foreign economic and market conditions;

changes in the ownership of Gilat shares, particularly any substantial accumulations by persons who are not affiliated with us;

uncertainty as to the completion of the offer; and

the risk factors detailed in Gilat’s most recent annual report on Form 20-F and its other filings with the SEC.

See Section 9 of this offer to purchase for a discussion of certain information relating to us. Except as may be required by law, we do not undertake, and specifically disclaim, any obligation to publicly release the results of any revisions which may be made to any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such forward-looking statements.

You should assume that the information appearing in this offer to purchase is accurate as of the date on the front cover of this offer to purchase only.

BACKGROUND TO THE OFFER

Background

We originally made an investment in Gilat in September 9, 2012 by purchasing a total of 4,424,858 Gilat shares from Menora Mivtachim Holdings Ltd.

On November 12, 2012 and November 14, 2012, we purchased additional Gilat shares in the amounts of 1,639,835 and 1,605,510, respectively, in the open market.

Pursuant to an agreement dated February 3, 2014 with York Capital Management, L.P., York Multi-Strategy Master Fund, L.P., York Credit Opportunities Fund, L.P., York Credit Opportunities Master Fund, L.P., Jorvik Multi-Strategy Master Fund, L.P. and Permal York Ltd. (collectively, “York”), we purchased 2,106,121of additional Gilat shares from York.

In the ordinary course of our business, we from time to time review the performance of our investments and consider possible strategies for enhancing value. As part of our ongoing review of our investment in Gilat, we explore, from time to time, the possibilities of acquiring additional Gilat shares.

After the purchase of Gilat shares from York in February 2014, our management began considering the possibility of purchasing additional Gilat shares. In connection therewith, we conducted an analysis of the legal requirements relating to the purchase of Gilat shares and the tender offer requirements, including the feasibility of conducting a simultaneous tender offer in the U.S. and Israel. The analysis was made with the assistance of Israeli and U.S. legal counsel.

Under Israeli law, a purchase of the shares of a public company may not be made other than by way of a “special tender offer” meeting certain requirements, if, among other things, as a result of the purchase, the purchaser would own or would be deemed to own more than 25.0% of the aggregate voting power of the company and no other person owns at least 25.0% of the voting power.

Accordingly, due to the fact that under Israeli laws we are obligated to initiate a “special tender offer” in order to own more than 25% of Gilat's issued and outstanding share capital, we entered into an agreement, on September 17, 2014, with York pursuant to which (a) we undertook to make a public “special tender offer” pursuant to Israeli law, on or prior to October 24, 2014, to acquire 5,166,348 Gilat shares at a price of $4.95 per Gilat share, and (b) York undertook to accept the offer in respect of the 5,166,348 Gilat shares held by it in consideration of $4.95 per Gilat share. York currently holds 5,166,348 Gilat shares representing approximately 12.1% of the issued and outstanding share capital of Gilat. For further information regarding the agreement between FIMI and York, you may refer to Schedule 13D/A filed by FIMI with the SEC on September 17, 2014.

Beginning on September 18, 2014 through the date of this offer to purchase, we continued with preparations to enable us to commence the offer. In addition, we, with the assistance of Israeli and U.S. legal counsel, applied to the SEC and the ISA for relief from certain provisions of the U.S. and Israeli securities laws to enable us to structure a tender offer that would comply with applicable law and regulations in both the U.S. and Israel. We have requested from the Israeli Tax Authority, or the ITA, an approval with respect to the Israeli withholding tax rates applicable to the offer, and have filed a merger notice with the Israeli Comptroller of Restrictive Trade Practices, to which we also refer in this offer to purchase as the Israeli Antitrust Authority, with respect to the potential increase of our shareholdings in Gilat to more than 25% of the Gilat shares.

On October 7, 2014, we received the exemptive relief that we requested from the ISA. We are waiting for a determination as to the exemptive relief that we applied for from the SEC.

On October 22, 2014, we received from the ITA an approval with respect to the Israeli withholding tax rates applicable to sales of shares pursuant to the offer.

On October 20, 2014, we filed an application with respect to the offer with the Israeli Antitrust Authority.

Purpose of the Offer; Reasons for the Offer

Our bidder group’s purpose of the offer is for FIMI to increase its beneficial ownership of the issued and outstanding Gilat shares from its current level of approximately 23.0% up to approximately 35.1%. This is because each member of our bidder group believes in the long-term value of Gilat. According to Israeli law, we are not permitted to acquire additional Gilat shares if such acquisition would result in our percentage ownership of the voting power of Gilat exceeding 25.0%, other than by means of a tender offer.

Plans for Gilat after the Offer; Certain Effects of the Offer

Except as otherwise described below or elsewhere in this offer to purchase, none of the members of our bidder group, and to the best of our knowledge none of the other persons listed in Schedule I to this offer to purchase, has any current plans, proposals or negotiations that relate to or would result in the following:

an extraordinary corporate transaction, merger, reorganization or liquidation involving Gilat or any of its subsidiaries;

a purchase, sale or transfer of a material amount of the assets of Gilat or any of its subsidiaries;

any material change in the present dividend rate or policy or indebtedness or capitalization of Gilat;

any change in the present board of directors and management of Gilat (including any plan or proposal to change the number or term of directors or to fill any existing vacancy on the board or to change any material term of the employment contract of any executive officer), other than a filling of the vacancy created by the resignation, on September 30, 2014, of Mr. Jeremy Blank, a principal at York, from Gilat's board of directors;

any other material change in Gilat's corporate structure or business;

a delisting of the Gilat shares; or

the Gilat shares becoming eligible for termination of registration under the United States Securities Exchange Act of 1934, as amended, or the Exchange Act.

We expect that from time to time there may be significant developments or transactions involving our portfolio companies (including Gilat) or their securities, or offers, proposals or discussions related thereto, which may involve acquisitions or sales by us of our holdings in such entities (including Gilat) or acquisitions or sales of securities, assets or business operations by such entities.

We intend to review on a continuing basis our investment in Gilat shares and take such actions with respect to our investment as we deem appropriate in light of the circumstances existing from time to time. Such actions could include, among other things, additional purchases of Gilat shares pursuant to one or more open-market purchase programs, through private transactions or through tender offers or otherwise, subject to applicable U.S. and Israeli law. Future purchases may be on the same terms or on terms that are more or less favorable to Gilat’s shareholders than the terms of the offer. Any possible future purchases will depend on many factors, including the results of the offer, the market price of Gilat shares, our business and financial position, and general economic and market conditions. In addition, following the consummation of the offer, we may also determine to dispose of our Gilat shares, in whole or in part, at any time and from time to time, subject to applicable laws. Any such decision would be based on our assessment of a number of different factors, including, without limitation, the business, prospects and affairs of Gilat, the market for the Gilat shares, the condition of the securities markets, general economic and industry conditions and other opportunities available to us.

Under Israeli law, if a shareholder owns or is deemed to beneficially own in excess of 25.0% of the voting power of a company, such shareholder may purchase shares in the open market or through private transactions, and not solely by means of a tender offer, unless as a result of the purchase the shareholder would own or would be deemed to beneficially own in excess of 45.0% of the issued and outstanding shares of the company and no other person owns at least 45.0% of the voting power. Accordingly, following the consummation of the offer, we may purchase Gilat shares in the open market or through private transactions, and not solely by means of a tender offer, as long as our aggregate percentage ownership of issued and outstanding Gilat shares does not reach 45.0% (and no other person owns at least 45.0% of the voting power).

However, under Israeli law, we, our controlling shareholders and any corporation under our or their control, are prohibited from conducting an additional tender offer for Gilat shares and from merging with Gilat within 12 months from the date of this offer to purchase.

The offer may limit the ability of Gilat to use U.S. federal income net operating tax loss carry forwards. The Annual Report on Form 20-F of Gilat for the year ended December 31, 2013, states that as of December 31, 2013, the U.S. subsidiaries of Gilat had U.S. federal net operating tax loss carry forwards of approximately $67,000,000. Subject to certain limitations, net operating tax loss carry forwards may be used to offset future taxable income and thereby reduce U.S. federal income taxes otherwise payable. Section 382 of the Internal Revenue Code of 1986, as amended, referred to as the Code, imposes an annual limitation on the ability of a corporation that undergoes an “ownership change” to use its net operating tax loss carry forwards to reduce its tax liability. It is possible that the U.S. subsidiaries of Gilat may experience “ownership changes” as defined in Section 382 of the Code because of changes in the ownership of Gilat’s shares, including as a result of the consummation of the offer. Accordingly, the use of net operating tax loss carry forwards by the U.S. subsidiaries of Gilat may be limited by the annual limitation described in Section 382 of the Code. Any limitation on the use of net operating tax loss carry forwards could increase the U.S. federal income tax liability of the U.S. subsidiaries of Gilat.

Rights of Shareholders Who Do Not Accept the Offer

You will have no appraisal or similar rights with respect to the offer. Under Section 331 of the Israeli Companies Law, you may respond to the offer by accepting the offer or notifying us of your objection to the offer. Alternatively, you may simply not respond to the offer and not tender your Gilat shares. It is a condition to the offer that, at the completion of the Initial Offer Period, the aggregate number of Gilat shares validly tendered pursuant to the offer and not properly withdrawn is greater than the aggregate number of Gilat shares represented by Notices of Objection. As required by Section 331(c) of the Israeli Companies Law, in making this calculation, we exclude Gilat shares held by us.

An excerpt of Section 331 of the Israeli Companies Law is attached as Annex A.

Please see Section 3 for instructions on how to notify us of your objection to the offer.

Interest of Persons in the Offer

Ishay Davidi is a member of Gilat’s board of directors. Ishay Davidi is the founder of the FIMI Funds and the chief executive officer of each of FIMI IV 2007 Ltd. and FIMI Five 2012 Ltd. Amiram Boehm, a partner in the FIMI Funds is also a member of Gilat’s board of directors.

Related Party Transactions

FIMI IV 2007 Ltd., the managing general partner of FIMI Opportunity IV Fund, L.P. and FIMI Israel Opportunity Fund IV, Limited Partnership, was granted options to purchase 100,000 Gilat shares, as approved by Gilat's audit committee, board of directors and shareholders' meeting. In addition, FIMI IV 2007 Ltd. receives compensation for the services of Ishay Davidi and Amiram Boehm as members of Gilat's board of directors equivalent to the amounts paid to other non-employee members of Gilat's board of directors (as was approved by the shareholders of Gilat in a shareholders' meeting that was convened on December 31, 2013. For more information, see the proxy statement filed on Form 6-K on November 26, 2013).

Naschitz, Brandes, Amir & Co. has provided legal advice to Gilat and certain members of its board of directors with respect to certain matters. Sharon A. Amir, Adv., a senior partner at Naschitz, Brandes, Amir & Co., is a member of the board of directors of FIMI IV 2007 Ltd.

Except as set forth in this offer to purchase, none of the members of our bidder group, nor any of the other persons listed in Schedule I to this offer to purchase, have had any transaction during the past two years with Gilat or any of its executive officers, directors or affiliates that is required to be described in this offer to purchase under applicable law. Except as set forth in this offer to purchase, there have been no negotiations, transactions or material contacts during the past two years between any of the members of our bidder group, or any of the other persons listed in Schedule I to this offer to purchase, on the one hand, and Gilat and its affiliates, on the other hand, concerning a merger, consolidation or acquisition, tender offer, exchange offer or other acquisitions of Gilat’s securities, an election of Gilat’s directors or a sale or other transfer of a material amount of the assets of Gilat.

THE TENDER OFFER

YOU SHOULD READ THIS OFFER TO PURCHASE, THE LETTER OF TRANSMITTAL AND THE OTHER RELATED DOCUMENTS DELIVERED TO YOU CAREFULLY BEFORE YOU MAKE ANY DECISION WITH RESPECT TO THE OFFER.

1. TERMS OF THE OFFER; PRORATION; EXPIRATION DATE.

The offer is being made to all of Gilat’s shareholders. Upon the terms and subject to the conditions of the offer (including any terms and conditions of any extension or amendment), subject to proration, we will accept for payment and pay for Gilat shares, that are validly tendered and not properly withdrawn in accordance with Section 4 prior to 10:00 a.m., New York time, or 5:00 p.m., Israel time, on November 25, 2014, unless we extend the period of time during which the initial period of the offer is open. We refer to this period, as may be extended (as described below), as the Initial Offer Period, and the date of completion of the Initial Offer Period is referred to as the Initial Completion Date.

We will publicly announce in accordance with applicable law, and in any event issue a press release by 9:00 a.m., New York time, or 4:00 p.m., Israel time, on the U.S. business day following the Initial Completion Date, stating whether or not the conditions of the offer have been satisfied or, subject to applicable law, waived by us. Under Israeli law, if the conditions of the offer have been satisfied or, subject to applicable law, waived by us, then the shareholders who have, with respect to each Gilat share owned by them,

not responded to the offer,

notified us of their objection to the offer, or

validly tendered such Gilat share but have properly withdrawn their tender during the Initial Offer Period,

will be entitled to tender each such Gilat share during an additional four calendar-day period commencing at the completion of the Initial Offer Period. We refer to this period as the Additional Offer Period and to the expiration of such period as the Final Expiration Date. Shares tendered during the Initial Offer Period may be withdrawn at any time prior to 10:00 a.m., New York time, or 5:00 p.m., Israel time, on the Initial Completion Date, but not during the Additional Offer Period. In this respect, we recommend that you read Section 4 and Section 11 of this offer to purchase.

Subject to proration, we will also accept for payment and pay for all Gilat shares validly tendered and not properly withdrawn in accordance with Section 4 prior to 10:00 a.m., New York time, or 5:00 p.m., Israel time, on the Final Expiration Date. We expect to make such payment, including in the event that proration of tendered Gilat shares is required, within four U.S. business days following the Final Expiration Date.

No fractional Gilat shares will be purchased by us in the offer.

Conditions of the offer include, among other things, that:

prior to 10:00 a.m., New York time, or 5:00 p.m., Israel time, on the Initial Completion Date, there shall have been validly tendered and not properly withdrawn Gilat shares representing 5.0% of the issued and outstanding shares and voting power of Gilat on the Initial Completion Date (currently, 2,130,095 Gilat shares); and

as required by Israeli law, at 10:00 a.m., New York time, or 5:00 p.m., Israel time, on the Initial Completion Date, the aggregate number of Gilat shares validly tendered pursuant to the offer and not properly withdrawn (excluding the Gilat shares held by us) is greater than the aggregate number of Gilat shares represented by Notices of Objection to the offer.

The offer is also subject to certain other conditions set forth in Section 11. If any of these conditions is not satisfied, we may elect not to purchase, or may be prohibited from purchasing, any Gilat shares tendered pursuant to the offer. The offer is not conditioned on the availability of financing or the approval of the board of directors of Gilat. See Section 11, which sets forth in full the conditions of the offer and specifies those conditions of the offer that are waivable by us.

If more than 5,166,348 Gilat shares are validly tendered and not properly withdrawn prior to 10:00 a.m., New York time, or 5:00 p.m., Israel time, on the Final Expiration Date, we will purchase 5,166,348 Gilat shares on a pro rata basis from all tendering shareholders who have validly tendered their shares in the Initial Offer Period and the Additional Offer Period and have not properly withdrawn their shares before the completion of the Initial Offer Period. The number of Gilat shares that we will purchase from each tendering shareholder will be based on the total number of Gilat shares validly tendered by all shareholders prior to 10:00 a.m., New York time, or 5:00 p.m., Israel time, on the Final Expiration Date and not properly withdrawn before the completion of the Initial Offer Period. The proration factor, if any, will be calculated by dividing (x) 5,166,348 Gilat shares, the number of Gilat shares that we are offering to purchase, by (y) the aggregate number of Gilat shares validly tendered pursuant to the offer and not properly withdrawn in the U.S. and Israel.

We will publicly announce in accordance with applicable law and in any event issue a press release by 9:00 a.m., New York time, or 4:00 p.m., Israel time, on the U.S. business day following the Initial Completion Date, stating whether the conditions of the offer have been satisfied or, subject to applicable law, waived by us. Promptly following the Final Expiration Date, we will announce the results of the offer and the proration factor, if any. If we are unable to promptly determine the proration factor, we will announce the preliminary results. We will pay for all Gilat shares accepted for payment pursuant to the offer promptly following the calculation of the proration factor. We expect to make such payment within four U.S. business days following the Final Expiration Date.

Under Israeli law, once we announce, following the completion of the Initial Offer Period, that the offer has been accepted, or, in other words, that all the conditions of the offer have been satisfied or, subject to applicable law, waived by us, no further conditions of the offer would apply and we will become irrevocably bound to purchase the Gilat shares validly tendered pursuant to the offer and not properly withdrawn prior to 10:00 a.m., New York time, or 5:00 p.m., Israel time, on the Final Expiration Date (subject to proration, if any).

Subject to applicable laws and regulations, if any condition has not been satisfied as of the Initial Completion Date, we may decide to:

extend the Initial Offer Period (except that, pursuant to the Israeli Securities Law, we must generally provide notice to that effect at least one Israeli business day prior to the Initial Completion Date) and, subject to applicable withdrawal rights until the Initial Completion Date, retain all tendered Gilat shares until the Final Expiration Date;

if the only conditions that have not been satisfied are one or more of the conditions set forth in clause (b) of Section 11, waive such condition(s) and, subject to proration, accept for payment and promptly pay for all Gilat shares validly tendered and not properly withdrawn prior to 10:00 a.m., New York time, or 5:00 p.m., Israel time, on the Final Expiration Date; or

terminate the offer and not accept for payment or pay for any Gilat shares and promptly return all tendered Gilat shares to tendering shareholders.

Under Israeli law, however, the offer may not remain open for more than 60 days following the date of this offer to purchase, except that if a third party commences a tender offer for Gilat shares during the Initial Offer Period, we will be permitted to extend the Initial Offer Period so that the Initial Completion Date will correspond with the expiration date of the third party’s tender offer. We will not, however, provide for a subsequent offering period as permitted pursuant to Rule 14d-11 under the Exchange Act.

In the event that we extend the Initial Offer Period, we will inform the Depositaries, the Information Agent and our Israeli legal counsel of that fact. Under Israeli law, we are required to publicly announce the new expiration date no later than one Israeli business day prior to the Initial Completion Date. Accordingly, we will also:

file an immediate report with the ISA no later than one Israeli business day prior to the Initial Completion Date, and, within one Israeli business day thereafter (or within two business days, in the event our decision to extend the Initial Offer Period was made toward the late evening hours, Israel time, on one Israeli business day prior to the Initial Completion Date), publish the notice in two daily newspapers having a mass circulation and published in Israel in Hebrew and one daily newspaper with national circulation in the United States; and

issue a press release announcing a new Initial Completion Date no later than 9:00 a.m., New York time, or 4:00 p.m., Israel time, on the first U.S. business day following the day on which we decide to extend the Initial Offer Period.

Without limiting the manner in which we may choose to make any public announcement, subject to applicable law (including Rule 14e-1(d) and Rule 14d-4(d) under the Exchange Act, which require that material changes be promptly disseminated to holders of Gilat shares in a manner reasonably designed to inform such holders of such changes), we currently intend to make announcements regarding the offer by distributing a press release to “Globe Newswire” and publishing the aforesaid notices in two daily Israeli newspapers and one daily newspaper with national circulation in the United States.

Under Israeli law, however, we will not be permitted to extend the Initial Offer Period, unless either (1) the Israeli Depositary, which guarantees our obligation to pay for the Gilat shares, confirms that, under the new circumstances, it will maintain such guarantee or (2) such a guarantee is obtained by us from another TASE member.

If we make a material change in the terms of the offer (as may be permitted under applicable law) or in the information concerning the offer, or if we waive a material condition to the offer (if permitted pursuant to the Exchange Act, the rules of the SEC and the Israeli Securities Law), we will extend the Initial Offer Period to the extent required by the Exchange Act, the rules of the SEC and the Israeli Securities Law.

This offer to purchase, the Letter of Transmittal and the other related documents to be furnished will be mailed to the record holders of Gilat shares whose names appear as of the date of this offer to purchase on Gilat’s shareholder list. They will also be furnished to brokers, dealers, commercial banks, trust companies and similar persons whose names, or the names of whose nominees, appear as of the date of this offer to purchase on the shareholder list or, if applicable, who are listed as of the date of this offer to purchase as participants in a clearing agency’s security position listing, for subsequent transmittal to beneficial owners of Gilat shares.

2. ACCEPTANCE FOR PAYMENT AND PAYMENT.

General. According to Israeli law, to secure the payment for the Gilat shares tendered pursuant to the offer, the Israeli Depositary, which is a TASE member, has agreed to guarantee our obligation to pay for the Gilat shares tendered and accepted by us for payment pursuant to the offer. To secure this guarantee, we have engaged the Israeli Depositary to act as an escrow agent and have deposited cash into an escrow account in an amount sufficient to pay for the maximum number of Gilat shares that we are offering to purchase in the offer.

Promptly following the Final Expiration Date and upon the terms and subject to the conditions of the offer (including, if the Initial Offer Period is extended or the offer is otherwise amended, the terms and conditions of any such extension or amendment), subject to proration, we will accept for payment and, subject to any applicable withholding tax duties, pay, from the funds deposited into escrow, for all Gilat shares validly tendered prior to 10:00 a.m., New York time, or 5:00 p.m., Israel time, on the Final Expiration Date and not properly withdrawn in accordance with Section 4. We expect to make such payment, including in the event that proration of tendered Gilat shares is required, within four U.S. business days following the Final Expiration Date. Please see Section 1.

In all cases, we will pay for Gilat shares validly tendered and accepted for payment pursuant to the offer only after timely receipt by the Depositaries of the required documents to substantiate a valid tender, as set forth in Section 3.

For purposes of the offer, we will be deemed to have purchased Gilat shares that have been validly tendered and not properly withdrawn if and when we give oral or written notice to the Depositaries of our acceptance for payment of Gilat shares pursuant to the offer. Upon the terms and subject to the conditions of the offer, payment for the Gilat shares will be made by the Depositaries.

Under no circumstances will interest be paid on the purchase price to be paid, regardless of any extension of the offer or any delay in making payment.

If, pursuant to the terms and conditions of the offer, we do not accept tendered Gilat shares for payment for any reason or if certificates are submitted representing more Gilat shares than are tendered (including by reason of proration), certificates evidencing unpurchased Gilat shares will be returned to the tendering shareholder (or, in the case of Gilat shares tendered by book-entry transfer pursuant to the procedure set forth in Section 3, the Gilat shares will be credited to the relevant account), promptly following the expiration, termination or withdrawal of the offer.

Form of Payment. All shareholders tendering their Gilat shares to either the U.S. Depositary or the Israeli Depositary will be paid solely in U.S. dollars.

Withholding Tax. Please note that under the “Backup Withholding” provisions of U.S. federal income tax law, the U.S. Depositary may be required to withhold tax, at applicable rates (currently 28.0%), on amounts received by a tendering shareholder or other payee pursuant to the offer. To prevent such withholding from the purchase price received for Gilat shares tendered pursuant to the offer to the U.S. Depositary, each tendering shareholder who does not otherwise establish an exemption from such withholding, must properly complete the Substitute Form W-9 included in the Letter of Transmittal. See Section 5.

Also, under the “withholding tax” provisions of Israeli income tax law, the gross proceeds payable to a tendering shareholder in the offer generally will be subject to Israeli withholding tax. However, based on an approval that we received from the ITA:

(1) tendering shareholders who acquired their Gilat shares after Gilat’s initial public offering on Nasdaq in 1993 and who certify that they are non-Israeli residents (and, in the case of a corporation, that no Israeli resident(s) (x) holds 25.0% or more of the means of control of such corporation or (y) is the beneficiary of, or is entitled to, 25.0% or more of the revenues or profits of such corporation, whether directly or indirectly), will not be subject to Israeli withholding tax; and

(2) payments to tendering shareholders who acquired their Gilat shares after Gilat’s initial public offering on Nasdaq in 1993 and who hold their Gilat shares through an Israeli broker or Israeli financial institution will be made by us without any Israeli withholding at source, and the relevant Israeli broker or Israeli financial institution will withhold Israeli tax, if any, as required by Israeli law.

The approval does not address shareholders who are not described in clauses (1) and (2) above, and therefore they will be subject to Israeli withholding tax at the applicable rate of the gross proceeds payable to them pursuant to the offer, as prescribed by Israeli tax law.

See Section 5 and the Letter of Transmittal for instructions on how to prevent us from withholding Israeli income tax from the gross proceeds payable to you (if any) pursuant to the offer.

3. PROCEDURES FOR TENDERING SHARES OR NOTIFYING US OF YOUR OBJECTION TO THE OFFER.

Overview

Shareholders who are named in the Register of Shareholders of Gilat in Israel, and who wish to tender their Gilat shares or object to the offer, should do so through the Israeli Depositary. We refer to these shareholders below as Listed Holders. Shareholders who hold their Gilat shares through a TASE member, and who wish to tender their Gilat shares or object to the offer, also should do so through the Israeli Depositary. We refer to these shareholders below as Unlisted Holders. See “Tenders to Bank of Jerusalem Ltd., our Israeli Depositary” below for instructions.

All other holders of Gilat shares should tender their Gilat shares to, or object to the offer through, the U.S. Depositary pursuant to the instructions described under the caption “Tenders to American Stock Transfer & Trust Company, our U.S. Depositary” below.

You may only tender your Gilat shares or object to the offer by following the procedures described in this Section 3. You may not tender your Gilat shares using a guaranteed delivery procedure.

Tenders to American Stock Transfer & Trust Company, our U.S. Depositary

Eligibility; Who May Tender to, or Object to the Offer through, the U.S. Depositary. Shareholders who are not Unlisted Holders or Listed Holders should tender their Gilat shares to, or object to the offer through, the U.S. Depositary.

Valid Tender. In order for you to validly tender Gilat shares pursuant to the offer, a properly completed and duly executed Letter of Transmittal, together with any required signature guarantees, or in the case of a book-entry transfer, an agent’s message, and any other documents required by the Letter of Transmittal, must be received by the U.S. Depositary at its address set forth on the back cover of this offer to purchase prior to 10:00 a.m., New York time, or 5:00 p.m., Israel time, on the Initial Completion Date or Final Expiration Date, as applicable. In addition, certificates evidencing tendered Gilat shares must be received by the U.S. Depositary at its address or the shares must be delivered to the U.S. Depositary (including an agent’s message if you did not deliver a Letter of Transmittal), in each case prior to 10:00 a.m., New York time, or 5:00 p.m., Israel time, on the Initial Completion Date or Final Expiration Date, as applicable.

The term “agent’s message” means a message, transmitted by The Depository Trust Company, or DTC, to, and received by, the U.S. Depositary and forming part of the Book-Entry Confirmation that states that DTC has received an express acknowledgement from the participant in DTC tendering the Gilat shares that are the subject of the Book-Entry Confirmation, that the participant has received and agrees to be bound by the Letter of Transmittal and that we may enforce that agreement against that participant.

If certificates evidencing tendered Gilat shares are forwarded to the U.S. Depositary in multiple deliveries, a properly completed and duly executed Letter of Transmittal must accompany each delivery. No alternative, conditional or contingent tenders will be accepted and no fractional Gilat shares will be purchased.

The method of delivery of share certificates and all other required documents, including through DTC, is at your option and risk, and the delivery will be deemed made only when actually received by the U.S. Depositary. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

Book-Entry Transfer. The U.S. Depositary will establish an account with respect to the Gilat shares at DTC for purposes of the offer within two U.S. business days after the date of this offer to purchase. Any financial institution that is a participant in the system of DTC may make book-entry delivery of Gilat shares by causing DTC to transfer such Gilat shares into the U.S. Depositary’s account at DTC in accordance with DTC’s procedures. However, although delivery of Gilat shares may be effected through book-entry transfer into the U.S. Depositary’s account at DTC, the Letter of Transmittal, properly completed and duly executed, with any required signature guarantees, or an agent’s message, and any other required documents must, in any case, be transmitted to, and received by, the U.S. Depositary at its address set forth on the back cover of this offer to purchase prior to 10:00 a.m., New York time, or 5:00 p.m., Israel time, on the Initial Completion Date or Final Expiration Date, as applicable. Delivery of the documents to DTC or any other party does not constitute delivery to the U.S. Depositary.

Signature Guarantees. Signatures on all Letters of Transmittal must be guaranteed by a firm that is a member of the Securities Transfer Agents Medallion Program, or by any other “eligible guarantor institution,” as that term is defined in Rule 17Ad-15 under the Exchange Act, except in cases where Gilat shares are tendered:

by a registered holder of Gilat shares who has not completed either the box entitled “Special Delivery Instructions” or the box entitled “Special Payment Instructions” on the Letter of Transmittal; or

for the account of an eligible guarantor institution.

If a share certificate is registered in the name of a person other than the signer of the Letter of Transmittal, or if payment is to be made, or a share certificate not accepted for payment or not tendered is to be returned, to a person other than the registered holder(s), then the tendered certificate must be endorsed or accompanied by appropriate stock powers, in either case, signed exactly as the name(s) of the registered holder(s) appear on the certificate, with the signature(s) on the certificate or stock powers guaranteed by an eligible guarantor institution. See Instruction 1 and Instruction 5 to the Letter of Transmittal.

Condition to Payment. In all cases, payment for Gilat shares tendered and accepted for payment pursuant to the offer will be made only after timely receipt by the U.S. Depositary of the certificate(s) evidencing Gilat shares, or a timely Book-Entry Confirmation for the delivery of Gilat shares, the Letter of Transmittal, properly completed and duly executed, with any required signature guarantees, or, in the case of a book-entry transfer, an agent’s message, and any other documents required by the Letter of Transmittal.

The valid tender of Gilat shares pursuant to the applicable procedure described above will constitute a binding agreement between you and us upon the terms and subject to the conditions of the offer.

Appointment. By executing the Letter of Transmittal as set forth above (including delivery by way of an agent’s message), you irrevocably appoint our designees as your agents, attorneys-in-fact and proxies in the manner set forth in the Letter of Transmittal, each with full power of substitution, to the full extent of your rights with respect to the Gilat shares you tendered. These powers of attorney and proxies will be considered coupled with an interest in the tendered Gilat shares. The appointment will be effective if, as and when, and only to the extent that, we accept your Gilat shares for payment. Upon our acceptance for payment, all prior powers of attorney, proxies and consents given by you with respect to such Gilat shares (and any and all Gilat shares or other securities issued or issuable in respect of your Gilat shares) will be revoked, without further action, and no subsequent powers of attorney or proxies may be given nor any subsequent written consent executed by you (and, if given or executed, will not be deemed effective). Our designees will, with respect to the Gilat shares for which the appointment is effective, be empowered to exercise all of your voting and other rights as they in their sole discretion may deem proper at any annual or special meeting of Gilat’s shareholders or any adjournment or postponement of that meeting, by written consent in lieu of any meeting or otherwise. We reserve the right to require that, in order for Gilat shares to be deemed validly tendered, immediately upon our payment for the Gilat shares, we must be able to exercise full voting rights with respect to the Gilat shares at any meeting of Gilat’s shareholders with a record date subsequent to the consummation of the offer (and at any meeting of Gilat’s shareholders with a record date prior to the consummation of the offer if such Gilat shares were held by such tendering shareholder as of such record date).

Objecting to the Offer. If you want to notify us of your objection to the offer with respect to all or any portion of your Gilat shares, and you hold such Gilat shares through a broker, dealer, commercial bank, trust company or other nominee, you should request such broker, dealer, commercial bank, trust company or other nominee to provide on your behalf the Notice of Objection to the U.S. Depositary prior to 10:00 a.m., New York time, or 5:00 p.m., Israel time, on the Initial Completion Date.

We will disregard any Notices of Objection received by the U.S. Depositary after such deadline. In addition, if you submit a Notice of Objection with respect to Gilat shares and thereafter you deliver a Letter of Transmittal by which you tender those Gilat shares, we will disregard your Notice of Objection. Similarly, if you submit a Letter of Transmittal by which you tender Gilat shares, and thereafter you deliver to us a Notice of Objection with respect to those Gilat shares, we will disregard your Letter of Transmittal. If you submit a Letter of Transmittal and a Notice of Objection concurrently with respect to the same Gilat shares, we will disregard the Notice of Objection.

Withdrawing your Objection. You may withdraw a previously submitted Notice of Objection at any time prior to 10:00 a.m., New York time, or 5:00 p.m., Israel time, on the Initial Completion Date. For a withdrawal to be effective, a written notice of withdrawal must be timely received by the U.S. Depositary at its address set forth on the back cover of this offer to purchase. Any notice of withdrawal must specify the name of the person(s) who submitted the Notice of Objection to be withdrawn and the number of Gilat shares to which the Notice of Objection to be withdrawn relates. Following the withdrawal of a Notice of Objection, a new Notice of Objection may be submitted at any time prior to 10:00 a.m., New York time, or 5:00 p.m., Israel time, on the Initial Completion Date by following the procedures described above.

If, with respect to all or any portion of your Gilat shares, you object to the offer during the Initial Offer Period and the conditions to the offer have been satisfied or, subject to applicable law, waived by us, you may tender such Gilat shares during the Additional Offer Period. See Section 1 and Section 11.

Determination of Validity. All questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Gilat shares or Notice of Objection will be determined by us, in our sole discretion. We reserve the absolute right to reject any or all tenders or Notices of Objection that we determine not to be in proper form or, in the case of tenders, the acceptance for payment of which may be unlawful. A tender of Gilat shares or Notice of Objection will not have been made until all defects and irregularities have been cured or waived. None of us, our affiliates, our assigns, the Depositaries, the Information Agent, our Israeli legal counsel or any other person will be under any duty to give notification of any defects or irregularities in tenders of Gilat shares or Notices of Objection or incur any liability for failure to give any notification.

If you tender your Gilat shares pursuant to the applicable procedure described above, it will constitute your acceptance of the terms and conditions of the offer, as well as your representation and warranty to us that:

you have the full power and authority to tender, sell, assign and transfer the tendered Gilat shares (and any and all Gilat shares or other securities issued or issuable in respect of your Gilat shares); and

when we accept your Gilat shares for payment, we will acquire good and unencumbered title to your Gilat shares, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claims.

Tenders to Bank of Jerusalem Ltd., our Israeli Depositary

Eligibility; Who May Tender to, or Object to the Offer through, the Israeli Depositary. Shareholders who are either Listed Holders or Unlisted Holders should tender their Gilat shares to, or object to the offer through, the Israeli Depositary. All other shareholders should tender to the U.S. Depositary, as described above.

Valid Tender.

By Unlisted Holders: in order for an Unlisted Holder to validly tender Gilat shares in the offer to the Israeli Depositary, such Unlisted Holder must notify the Israeli Depositary, via the TASE member with which its securities deposit is managed, of its tender by delivery of an Acceptance Notice of an Unlisted Holder to the TASE member, duly signed by the Unlisted Holder or its duly authorized attorney-in-fact.

An Acceptance Notice of an Unlisted Holder must be submitted to a TASE member with which the securities deposit of the Unlisted Holder is being managed, on an Israeli business day, generally between the hours of 9:00 a.m. and 5:00 p.m., Israel time (2:00 a.m. and 10:00 a.m., New York time), during the Initial Offer Period or Additional Offer Period, as applicable. We recommend that you check at what time you may submit the Acceptance Notice with the TASE member with which your securities deposit is managed.

An Unlisted Holder who wishes to submit an Acceptance Notice at any time on the Final Expiration Date must send an Acceptance Notice to the Israeli Depositary at its address set forth on the back cover of this offer to purchase. We refer to this as the Late Acceptance Notice of an Unlisted Holder. The Late Acceptance Notice of an Unlisted Holder will be valid only if the Unlisted Holder properly completes and submits a copy of such Acceptance Notice to the TASE member with which its securities deposit is managed by the following Israeli business day by 9:30 a.m., Israel time (2:30 a.m., New York time), and provided that such TASE member provides the Israeli Depositary with an additional Acceptance Notice of TASE Member (as described below), by that same day by 11:00 a.m., Israel time (4:00 a.m., New York time).

Each of the TASE members is required to deliver to the Israeli Depositary, at its address set forth on the back cover of this offer to purchase, on the Initial Completion Date and again on the Final Expiration Date, one Acceptance Notice of TASE Member, representing all Acceptance Notices delivered to such TASE member by any Unlisted Holder. In addition, each TASE member is required to deliver to the Israeli Depositary, if applicable, an additional Acceptance Notice of TASE Member, if such TASE member receives, in a timely manner, any Late Acceptance Notices of an Unlisted Holder.

If the conditions of the offer are satisfied or, subject to applicable law, waived by us, the purchase price for the Gilat shares validly tendered pursuant to the offer and accepted by us for payment will be transferred to the Unlisted Holder by the Israeli Depositary promptly following the Final Expiration Date, by crediting within four U.S. business days following the Final Expiration Date the Unlisted Holder’s bank account according to the particulars given to the Israeli Depositary through the relevant TASE member.

If any condition to the offer is not satisfied prior to the Initial Completion Date and not waived by us, or if we withdraw the offer, we will promptly return all the Acceptance Notices to the TASE members (and through them, to the Unlisted Holders) via the Israeli Depositary.

By Listed Holders: in order for a Listed Holder to validly tender Gilat shares in the offer to the Israeli Depositary, such Listed Holder must deliver, prior to 5:00 p.m., Israel time (10:00 a.m., New York time), on the Initial Completion Date or Final Expiration Date, as applicable, (1) a share certificate or share certificates representing its Gilat shares accompanied by (2) an Acceptance Notice of a Listed Holder duly signed by the Listed Holder or its duly authorized attorney-in-fact. A Listed Holder must deliver the share certificate(s) and the accompanying Acceptance Notice of Listed Holder to the Israeli Depositary at its address set forth on the back cover of this offer to purchase. Delivery of the documents described above to the Israeli Depositary will be made against a certificate of receipt given by the Israeli Depositary during normal business hours. The Israeli Depositary will hold all documents delivered to it by Listed Holders as trustee until the Final Expiration Date.

If the conditions of the offer are satisfied or, subject to applicable law, waived by us, the purchase price for the Gilat shares validly tendered pursuant to the offer and accepted by us for payment will be transferred to a Listed Holder by the Israeli Depositary promptly following the Final Expiration Date, by crediting within four U.S. business days following the Final Expiration Date the Listed Holder’s bank account according to the particulars delivered to the Israeli Depositary.

If any condition to the offer is not satisfied prior to the completion of the Initial Offer Period and not waived by us, or if we withdraw the offer, we will promptly return to the Listed Holders, via the Israeli Depositary, all the Acceptance Notices, share certificates and other documentation attached to the Acceptance Notices delivered by the respective Listed Holders.

The valid tender of Gilat shares pursuant to the applicable procedure described above will constitute a binding agreement between you and us upon the terms and subject to the conditions of the offer.

Objecting to the Offer. If you want to notify us of your objection to the offer with respect to all or any portion of your Gilat shares, and:

you are an Unlisted Holder with respect to such Gilat shares, you must notify us, through the TASE member, of your objection to the offer by delivering the Notice of Objection to the TASE member duly signed by you or your duly authorized attorney-in-fact. We refer to this as the Notice of Objection of an Unlisted Holder.

Each of the TASE members is required to deliver to the Israeli Depositary, at its address set forth on the back cover of this offer to purchase, prior to 5:00 p.m., Israel time (10:00 a.m., New York time), on the Initial Completion Date, one Notice of Objection, referred to as the Notice of Objection of TASE Member, representing all Notices of Objection delivered by each Unlisted Holder to such TASE member; or

you are a Listed Holder with respect to such Gilat shares, you must notify us, through the Israeli Depositary, of your objection to the offer by delivering the Notice of Objection to the Israeli Depositary at its address set forth on the back cover of this offer to purchase, duly signed by you, prior to 5:00 p.m., Israel time (10:00 a.m., New York time), on the Initial Completion Date. Delivery of the documents set forth above to the Israeli Depositary will be made against a certificate of receipt given by the Israeli Depositary.

We will disregard any Notices of Objection (whether Notices of Objection of TASE Members or Notices of Objection of Listed Holders) received by the Israeli Depositary after such deadline. In addition, if you (or the TASE member on your behalf) submit a Notice of Objection with respect to Gilat shares and thereafter you (or the TASE member on your behalf) deliver an Acceptance Notice by which you tender those Gilat shares, we will disregard your Notice of Objection. Similarly, if you (or the TASE member on your behalf) submit an Acceptance Notice by which you tender Gilat shares, and thereafter you (or the TASE member on your behalf) deliver to us a Notice of Objection with respect to those Gilat shares, we will disregard your Acceptance Notice. If you (or the TASE member on your behalf) submit an Acceptance Notice and a Notice of Objection concurrently with respect to the same Gilat shares, we will disregard the Notice of Objection.

Withdrawing your Objection. You may withdraw a previously submitted Notice of Objection at any time prior to 5:00 p.m., Israel time (10:00 a.m., New York time), on the Initial Completion Date, as follows:

if you are an Unlisted Holder, you may withdraw your Notice of Objection by delivering to the TASE member to which you delivered your Notice of Objection, a copy of the Notice of Objection which was delivered by you, marked “Notice of Objection Cancelled” and accompanied by the date and time of delivery of your Notice of Objection to the TASE member, and your signature or the signature of your duly authorized attorney-in-fact; and

if you are a Listed Holder, you may withdraw your Notice of Objection by delivering to the Israeli Depositary a copy of the Notice of Objection which was delivered by you, marked “Notice of Objection Cancelled,” accompanied by the date and time of delivery of your Notice of Objection to the Israeli Depositary, and your signature or the signature of your duly authorized attorney-in-fact, and by returning the certificate of receipt to the Israeli Depositary.

Following the withdrawal of a Notice of Objection, a new Notice of Objection may be submitted at any time prior to 5:00 p.m., Israel time (10:00 a.m., New York time), on the Initial Completion Date by following the procedures described above.

If, with respect to all or any portion of your Gilat shares, you object to the offer during the Initial Offer Period and the conditions of the offer have been satisfied or, subject to applicable law, waived by us, you may tender such Gilat shares during the Additional Offer Period, if applicable. See Section 1 and Section 11.

Determination of Validity. All questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Gilat shares or Notice of Objection will be determined by us, in our sole discretion. We reserve the absolute right to reject any or all tenders or Notices of Objection that we determine not to be in proper form or, in the case of tenders, the acceptance for payment of which may be unlawful. A tender of Gilat shares or Notice of Objection will not have been made until all defects and irregularities have been cured or waived. None of us, our affiliates, our assigns, the Depositaries, the Information Agent, our Israeli legal counsel or any other person will be under any duty to give notification of any defects or irregularities in tenders or Notices of Objection or incur any liability for failure to give any notification.

4. WITHDRAWAL RIGHTS

You may withdraw previously tendered Gilat shares at any time prior to 10:00 a.m., New York time, or 5:00 p.m., Israel time, on the Initial Completion Date, but not during the Additional Offer Period (see Section 1 and Section 11). In addition, under U.S. law, tendered Gilat shares may be withdrawn at any time after 60 days from the date of the commencement of the offer if the Gilat shares have not yet been accepted for payment by us. If we extend the Initial Offer Period, delay our acceptance for payment of Gilat shares or are unable to accept Gilat shares for payment pursuant to the offer for any reason, then, without prejudice to our rights under the offer but subject to applicable law, the Depositaries may, nevertheless, on our behalf, retain tendered Gilat shares, and those Gilat shares may not be withdrawn except to the extent that tendering shareholders are entitled to withdrawal rights as described in this Section 4. However, our ability to delay the payment for Gilat shares that we have accepted for payment is limited by applicable law, including Rule 14e-1(c) under the Exchange Act, which requires that a bidder pay the consideration offered or return the securities deposited by or on behalf of security holders promptly after the termination or withdrawal of such bidder’s offer. Any delay will be by an extension of the offer to the extent required by law.

Withdrawal procedure for tenders to American Stock Transfer & Trust Company, our U.S. Depositary

If you tendered your Gilat shares to the U.S. Depositary, for a withdrawal to be effective, a written notice of withdrawal must be timely received by the U.S. Depositary at the address set forth on the back cover of this offer to purchase. Any notice of withdrawal must specify the name of the person who tendered the Gilat shares to be withdrawn, the number of Gilat shares to be withdrawn and the name of the registered holder of the Gilat shares, if different from the name of the person who tendered the Gilat shares. If certificates evidencing Gilat shares to be withdrawn have been delivered or otherwise identified to the U.S. Depositary, then, prior to the physical release of the certificates, the serial numbers shown on the certificates must be submitted to the U.S. Depositary and the signature(s) on the notice of withdrawal must be guaranteed by an eligible guarantor institution, unless the Gilat shares have been tendered for the account of an eligible guarantor institution. If Gilat shares have been delivered pursuant to the procedures for book-entry transfer as set forth in Section 3, any notice of withdrawal must also specify the name and number of the account at DTC to be credited with the withdrawn Gilat shares and otherwise comply with DTC’s procedures.

Withdrawals of tendered Gilat shares may not be rescinded. If you have properly withdrawn your Gilat shares, they will be deemed not to have been validly tendered for purposes of the offer. However, withdrawn Gilat shares may be re-tendered at any time prior to 10:00 a.m., New York time (5:00 p.m., Israel Time), on the Final Expiration Date by following the applicable procedure described in Section 3.

Withdrawal procedure for tenders to Bank of Jerusalem Ltd., our Israeli Depositary

If you tendered your shares to the Israeli Depositary, you may withdraw your shares as follows:

if you are an Unlisted Holder, you may withdraw your Gilat shares at any time prior to 5:00 p.m., Israel time (10:00 a.m., New York time) on the Initial Completion Date, by delivering to the TASE member to which you delivered your Acceptance Notice, a copy of the Acceptance Notice of an Unlisted Holder which was delivered by you, marked “Acceptance Notice Cancelled” and accompanied by the date and time of delivery of your Acceptance Notice to the TASE member, and your signature or the signature of your duly authorized attorney-in-fact; and

if you are a Listed Holder, you may withdraw your Gilat shares by delivering to the Israeli Depositary a copy of the Acceptance Notice of a Listed Holder which was delivered by you, marked “Acceptance Notice Cancelled,” accompanied by the date and time of delivery of your Acceptance Notice to the Israeli Depositary, and your signature or the signature of your duly authorized attorney-in-fact, and by returning the certificate of receipt to the Israeli Depositary. Promptly thereafter, the Israeli Depositary will return to you the share certificate(s) and Acceptance Notice delivered to the Israeli Depositary by you. Withdrawal of an Acceptance Notice by a Listed Holder may only be performed by delivering the cancelled Acceptance Notice to the Israeli Depositary at its address set forth on the back cover of this offer to purchase, at any time prior to 5:00 p.m., Israel time (10:00 a.m., New York time), on the Initial Completion Date.

Withdrawals of tendered Gilat shares may not be rescinded. If you have properly withdrawn your Gilat shares, they will be deemed not to have been validly tendered for purposes of the offer. However, withdrawn Gilat shares may be re-tendered at any time prior to 5:00 p.m., Israel time (10:00 a.m., New York time), on the Final Expiration Date by following the applicable procedure descried in Section 3.

Determination of Validity

All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by us, in our sole discretion, subject to applicable law. None of us or our affiliates or assigns, the Depositaries, the Information Agent, our Israeli legal counsel or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

5. MATERIAL U.S. FEDERAL INCOME TAX AND ISRAELI INCOME TAX CONSEQUENCES.

Certain Material U.S. Federal Income Tax Consequences.

U.S. Holders. The following discussion summarizes certain material U.S. federal income tax consequences of the offer applicable to the shareholders of Gilat who are U.S. Holders and whose Gilat shares are tendered and accepted for payment pursuant to the offer. A “U.S. Holder” means a holder of Gilat shares who is:

a citizen or resident of the U.S.;

a corporation or other entity taxable as a corporation for U.S. federal income tax purposes created or organized under the laws of the U.S., any state thereof or the District of Columbia;

an estate, the income of which is subject to U.S. federal income tax regardless of its source; or

a trust (A) if a court within the U.S. is able to exercise primary jurisdiction over its administration and one or more U.S. persons have authority to control all of its substantial decisions, or (B) if, in general, it was in existence on August 20, 1996, was treated as a U.S. person under the Code on the previous day and made a valid election to continue to be so treated.

This discussion is based on current provisions of the Internal Revenue Code of 1986, as amended, referred to as the Code, current and proposed Treasury regulations promulgated under the Code, administrative pronouncements and judicial decisions and interpretations as of the date hereof, all of which are subject to differing interpretations or change, which change may apply retroactively and could materially affect the continued validity of this summary and the tax consequences described in this Section 5. Subject to the discussion set forth below under the heading entitled “Characterization of the Purchase if Gilat is a Passive Foreign Investment Company,” this discussion assumes that Gilat is not and has never been a “passive foreign investment company,” “controlled foreign corporation,” “foreign investment company” or “foreign personal holding company” for U.S. federal income tax purposes.

This discussion addresses only Gilat shares that are held as capital assets within the meaning of Section 1221 of the Code. No ruling has been or will be sought from the U.S. Internal Revenue Service, or IRS, and no opinion of counsel has been or will be rendered, as to the U.S. federal income tax consequences of the offer. This discussion does not address all of the tax consequences that may be relevant to shareholders in light of their particular circumstances or certain types of shareholders subject to special treatment, including, without limitation:

regulated investment companies;

broker-dealers (including in securities or foreign currency) or insurance companies;

persons who have elected to apply a mark-to-market method of accounting;

certain former citizens or former long-term residents of the United States;

tax-exempt organizations or retirement plans;

persons subject to the alternative minimum tax;

banks and other financial institutions;

persons who hold their Gilat shares as part of a position in a straddle or as part of a hedging, conversion, constructive sale, synthetic security, or other integrated investment;

holders who received their Gilat shares through the exercise of employee stock options or otherwise as compensation;

partnerships or other pass-through entities or persons who hold their Gilat shares through partnerships or other pass-through entities;

holders who within the five-year period prior to the offer owned directly, indirectly or by attribution at least 10.0% of the voting power of Gilat; and

persons whose functional currency is not the U.S. dollar.

In addition, this summary does not discuss any foreign, state, or local tax consequences or any U.S. tax consequences (e.g., estate or gift tax) relevant to U.S. Holders other than U.S. federal income tax consequences.

WE RECOMMEND THAT GILAT SHAREHOLDERS WHO ARE U.S. HOLDERS CONSULT THEIR TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCES OF THE OFFER TO THEM, INCLUDING THE EFFECTS OF APPLICABLE STATE, LOCAL, FOREIGN OR OTHER TAX LAWS AND POSSIBLE CHANGES IN THE TAX LAWS. FOR A DISCUSSION OF CERTAIN ISRAELI INCOME TAX CONSEQUENCES, SEE BELOW UNDER “CERTAIN MATERIAL ISRAELI TAX CONSEQUENCES.”

Characterization of the Purchase if Gilat is not a Passive Foreign Investment Company. The receipt of cash for Gilat shares pursuant to the offer will be treated as a taxable transaction for U.S. federal income tax purposes. In general, a U.S. Holder who sells Gilat shares pursuant to the offer will recognize gain or loss for U.S. federal income tax purposes equal to the difference, if any, between the amount of cash received and the U.S. Holder’s adjusted tax basis in the Gilat shares sold pursuant to the offer. Gain or loss will be determined separately for each block of Gilat shares (i.e., Gilat shares acquired at the same cost in a single transaction) tendered pursuant to the offer. The gain or loss will be long-term capital gain or loss if the U.S. Holder has held the Gilat shares for more than one year at the time of the consummation of the offer. Special limitations apply to the use of capital losses.

Characterization of the Purchase if Gilat is a Passive Foreign Investment Company. In general, a non-U.S. corporation will be classified as a passive foreign investment company within the meaning of Section 1297(a) of the Code (“PFIC”) if, for any taxable year, at least 75% of its gross income consists of passive income (such as dividends, interest, rents, royalties, or gains on certain securities or commodities transactions), or at least 50% of the average value of its assets consists of assets that produce or are held for the production of, passive income. Gilat's Form 20-F for the fiscal year ended December 31, 2013 states that Gilat does not believe that it is currently a PFIC, nor does it expect to become a PFIC in the future. However, because the determination of PFIC status is a factual determination that must be made annually at the close of each taxable year, there is no assurance that Gilat is not a PFIC.

In general, if Gilat were characterized as a PFIC for any taxable year during a U.S. Holder’s period of ownership, any gain recognized by such U.S. Holder who sells Gilat shares pursuant to the offer would be treated as ordinary income and would be subject to tax as if the gain had been realized ratably over the holding period of the Gilat shares. The amount allocated to the current taxable year and any taxable year with respect to which Gilat was not a PFIC would be taxed as ordinary income (rather than capital gain) earned in the current taxable year. The amount allocated to other taxable years would be taxed at the highest marginal rates applicable to ordinary income for such taxable years, and the U.S. Holder also would be liable for an additional tax equal to the interest on such tax liability for such years. We recommend that U.S. Holders consult their tax advisors regarding the potential application of the PFIC rules to the sale of Gilat shares pursuant to the offer.

Information Reporting and Backup Withholding. Payments made by the U.S. Depositary in connection with the offer may be subject to information reporting to the IRS and possible backup withholding. Under the U.S. federal backup withholding tax rules, 28.0% of the gross proceeds payable to a shareholder or other payee pursuant to the offer must be withheld and remitted to the U.S. Treasury, unless the U.S. Holder (or other payee) who tenders its Gilat shares to the U.S. Depositary provides such shareholder’s (or other payee’s) taxpayer identification number (employer identification number or social security number) to the U.S. Depositary and otherwise complies with the backup withholding rules. Each U.S. Holder tendering its shares to the U.S. Depositary should complete and sign the Substitute Form W-9 included as part of the Letter of Transmittal in order to provide the information and certificate necessary to avoid backup withholding.

Amounts withheld under the backup withholding rules are not an additional tax and may be refunded or credited against the U.S. holders’ federal income tax liability, provided the required information is furnished to the IRS.

Certain Material Israeli Tax Consequences.

The following discussion summarizes the material Israeli tax consequences of the offer applicable to Gilat’s shareholders whose Gilat shares are tendered and accepted for payment pursuant to the offer. The following discussion is based on the Israeli Income Tax Ordinance [New Version], 1961, as amended, or the Ordinance, the regulations promulgated thereunder, administrative rulings and pronouncements, all of which are subject to change, possibly with retroactive effect. Any such change could alter the tax consequences discussed below. There can be no assurance that the Israeli Tax Authority, or the ITA, or a court will not take a position contrary to the Israeli income tax consequences discussed herein or that any such contrary position taken by the ITA or a court would not be sustained. This discussion addresses only Gilat shares that are held as capital assets (generally, assets held for investment) within the meaning of the Ordinance. This discussion does not address all of the tax consequences that may be relevant to shareholders in light of their particular circumstances or certain types of shareholders subject to special treatment.

The tax discussion set forth below is based on present law. Because individual circumstances may differ, we recommend that you consult your tax advisors to determine the applicability of the rules discussed below to you and the particular tax effects of the offer, including the application of Israeli or other tax laws.

The summary below does not discuss the effects of any non-Israeli tax laws. For a discussion of certain U.S. federal income tax consequences, see above under “Certain Material U.S. Federal Income Tax Consequences.”

Characterization of the Purchase. The receipt of cash for Gilat shares pursuant to the offer generally will be treated as a taxable transaction for Israeli income tax purposes in which a holder of Gilat shares will be treated as having sold such Gilat shares.

Israeli Residents. Israeli law generally imposes a capital gains tax on a sale or disposition of any capital assets by Israeli residents, as defined for Israeli tax purposes, and on the sale of assets located in Israel, including shares in Israeli companies (such as Gilat), by non-Israeli residents, unless a specific exemption is available or unless a tax treaty between Israel and the shareholder’s country of residence provides otherwise.

Tax Rates. In general, pursuant to the Ordinance and the regulations promulgated thereunder, the tax rate applicable to capital gains derived from the sale of Gilat shares, whether listed on a stock market or not, is 25% for Israeli individuals. Additionally, if such shareholder is considered a “significant shareholder” at any time during the 12-month period preceding such sale, i.e., such shareholder holds directly or indirectly, including with others, at least 10% of any means of control in the company, the tax rate is 30%. Companies are subject to the corporate tax rate on capital gains derived from the sale of Gilat shares (currently 26.5%). However, the foregoing tax rates will not apply to: (i) dealers in securities; (ii) shareholders who acquired their Gilat shares prior to Gilat’s initial public offering on Nasdaq (that may be subject to a different tax arrangement); and (iii) in some cases, shareholders who received their Gilat shares through the exercise of employee stock options or otherwise as compensation.

Non-Israeli residents. Non-Israeli residents generally will be exempt from capital gains tax on the sale of their Gilat shares, provided that such shareholders did not acquire their Gilat shares prior to Gilat’s initial public offering and that the gains are not attributed to a permanent establishment of such shareholders in Israel. However, non-Israeli corporations will not be entitled to such exemption if Israeli residents (i) have a controlling interest of 25.0% or more in such non-Israeli corporation, or (ii) are the beneficiary of, or are entitled to, 25.0% or more of the revenues or profits of such non-Israeli corporation, whether directly or indirectly.

In addition, pursuant to the Convention between the Government of the United States of America and the Government of Israel with Respect to Taxes on Income, as amended, or the U.S.-Israel Tax Treaty, the sale, exchange or disposition of Gilat shares by a person who (i) holds the Gilat shares as a capital asset, (ii) qualifies as a resident of the United States within the meaning of the U.S.-Israel Tax Treaty, and (iii) is entitled to claim the benefits afforded to such U.S. resident by the U.S.-Israel Tax Treaty (such person is referred to as a U.S. Treaty Resident), generally will not be subject to Israeli capital gains tax unless such U.S. Treaty Resident held, directly or indirectly, Gilat shares representing 10% or more of the voting power of Gilat during any part of the 12-month period preceding the sale, exchange or disposition, subject to certain conditions, or the capital gains can be allocated to a permanent establishment of such U.S. Treaty Resident in Israel. If the exemption is not available, such sale, exchange or disposition would be subject to Israeli capital gains tax to the extent applicable. Under the U.S.-Israel tax Treaty, such U.S. Treaty Resident would be permitted to claim a credit for Israeli income tax against the U.S. federal income tax imposed on the disposition, subject to the limitations in the U.S. tax laws applicable to foreign tax credits.

Israeli Withholding Tax. An approval from the ITA was obtained with respect to the withholding tax rates applicable to shareholders as a result of the sale of Gilat shares pursuant to the offer. The approval provides, among other things, that:

(1) tendering shareholders who acquired their Gilat shares after Gilat’s initial public offering on Nasdaq in 1993 and who certify that they are non-Israeli residents (and, in the case of corporations, that no Israeli residents (x) hold 25.0% or more of the means of control such corporations or (y) are the beneficiaries of, or are entitled to, 25.0% or more of the revenues or profits of such corporations, whether directly or indirectly), will not be subject to Israeli withholding tax; and

More specifically, based on the approval, if a Gilat shareholder tenders its Gilat shares to:

the U.S. Depositary, the U.S. Depositary may be required to withhold Israeli tax at the applicable rate of the gross proceeds payable to such shareholder pursuant to the offer, unless such shareholder, upon the terms and conditions set forth in the Letter of Transmittal, either:

certifies, by completing the Declaration Form (Declaration of Status for Israeli Income Tax Purposes), or the Declaration Form, included in the Letter of Transmittal or otherwise delivered to such shareholder, that (1) such shareholder is NOT a “resident of Israel” for purposes of the Ordinance, and if it is a corporation that is NOT a “resident of Israel” – that Israeli residents are NOT “controlling shareholders” (as defined under Section 68A of the Ordinance) of such corporation, nor are Israeli residents the beneficiaries of, and are not entitled to, 25.0% or more of such corporation’s revenues or profits, whether directly or indirectly, or (2) such shareholder is a bank, broker or financial institution resident in Israel. In such case, the U.S. Depositary will not withhold any Israeli withholding tax from the gross proceeds payable to such shareholder pursuant to the offer; or

provide the U.S. Depositary, with a copy (which shall not constitute notice) to Naschitz, Brandes, Amir & Co., Advocates, our legal counsel in Israel, at its address set forth on the back cover of this offer to purchase, with a valid certificate from the ITA entitling such shareholder to an exemption or a specified withholding tax rate, referred to as the ITA Waiver. In such case, the U.S. Depositary will withhold Israeli withholding tax (or not withhold, if such shareholder is entitled to an exemption) from the gross proceeds payable to such shareholder pursuant to the offer in accordance with such ITA Waiver; or

the Israeli Depositary, and such shareholder

holds its Gilat shares through a TASE member, such TASE member will withhold Israeli income tax, if applicable, at the rate of up to 20% of the gain realized by such shareholder from the sale of Gilat shares in the offer, in accordance with the Israeli Income Tax Regulations (Withholding from Consideration, Payment or Capital Gains on the Sale of a Security or Forward Transaction), 2002; or

is named as a holder of Gilat shares in the Register of Shareholders of Gilat in Israel, the Israeli Depositary may be required to withhold Israeli tax at the applicable rate of the gross proceeds payable to such shareholder pursuant to the offer, unless such shareholder provides the Israeli Depositary, with a copy (which shall not constitute notice) to Naschitz, Brandes, Amir & Co., Advocates, our legal counsel in Israel, at its address set forth on the back cover of this offer to purchase, with a valid ITA Waiver, in which case, the Israeli Depositary will withhold Israeli withholding tax (or not withhold, if such shareholder is entitled to an exemption) from the gross proceeds payable to such shareholder pursuant to the offer in accordance with such ITA Waiver.

We recommend that you consult your tax advisors regarding the application of Israeli income and withholding taxes (including eligibility for any withholding tax reduction or exemption, and the refund procedure).

Please note that if you tender your Gilat shares to the U.S. Depositary and provide a Declaration Form, you also consent to the provision of such Declaration Form to us and to the ITA in case the ITA so requests for purposes of audit or otherwise.

All questions as to the validity, form or eligibility of any Declaration Form or ITA Waiver (including time of receipt) and, subject to applicable law, the withholding of Israeli taxes, will be determined by us, in our sole discretion. We reserve the absolute right to reject any or all Declaration Forms or ITA Waivers that we determine not to be in proper form or pursuant to which the failure to withhold any Israeli taxes may be unlawful. We also reserve, subject to applicable law, the absolute right, in our sole discretion, to waive any defect or irregularity in any Declaration Form or ITA Waiver of any particular shareholder, whether or not similar defects or irregularities are waived in the case of other shareholders. None of us, our affiliates, our assigns, the Depositaries, the Information Agent, our Israeli legal counsel or any other person will be under any duty to give notification of any defects or irregularities or incur any liability for failure to give any notification.

An excerpt of the definition of an Israeli resident in the Ordinance is attached as Annex B.

The Israeli withholding tax is not an additional tax. Rather, the Israeli income tax liability of shareholders subject to Israeli withholding tax will be reduced by the amount of Israeli tax withheld. If Israeli withholding tax results in an overpayment of Israeli taxes, the holder may apply to the ITA in order to obtain a refund. However, no assurance is given as to whether and when the ITA will grant such refund.

The foregoing discussion is intended only as a summary and does not purport to be a complete analysis or description of all potential Israeli tax effects of a sale of shares pursuant to the offer. We recommend that Gilat shareholders consult their tax advisors concerning the Israeli and non-Israeli tax consequences to them of tendering their shares pursuant to the offer.

6. PRICE RANGE OF THE SHARES ETC.

Gilat shares are listed and traded on Nasdaq under the ticker symbol “GILT” and on the TASE. Gilat shares commenced trading on Nasdaq in April 1993 and on the TASE in February 2004.

The following table sets forth, for each of the fiscal quarters indicated, the high and low sale price per share on Nasdaq and the TASE as reported in published financial sources. All share prices on Nasdaq are reported in U.S. dollars and all share prices on the TASE are reported in NIS. On October 23, 2014, the prevailing exchange rate was $1.00 for NIS 3.767.

Quarter	Nasdaq Global Select Market				The Tel Aviv Stock Exchange
	High		Low		High	Low
2012
First Quarter	$	4.21	$	3.77	NIS 15.86	NIS 14.08
Second Quarter	$	4.15	$	3.07	NIS 15.71	NIS 12.17
Third Quarter	$	4.08	$	2.35	NIS 15.97	NIS 9.746
Fourth Quarter	$	5.57	$	4.02	NIS 21.49	NIS 15.63

2013
First Quarter	$	5.88	$	5.26	NIS 21.48	NIS 19.48
Second Quarter	$	5.72	$	5.20	NIS 20.94	NIS 18.80
Third Quarter	$	6.04	$	4.60	NIS 21.31	NIS 16.55
Fourth Quarter	$	5.24	$	4.17	NIS 18.66	NIS 14.43

2014
First Quarter	$	5.59	$	4.63	NIS 19.32	NIS 16.27
Second Quarter	$	5.03	$	4.52	NIS 17.84	NIS 15.90
Third Quarter	$	5.11	$	4.58	NIS 18.63	NIS 15.74
Fourth Quarter (through October 23, 2014)	$	5.01	$	4.81	NIS 18.32	NIS 17.81

The following table sets forth, for each of the months indicated, the high and low closing sale price per share on Nasdaq and the TASE as reported in published financial sources. All share prices on Nasdaq are reported in U.S. dollars and all share prices on the TASE are reported in NIS. On October 23, 2014, the prevailing exchange rate was $1.00 for NIS 3.767.

	NASDAQ GLOBAL SELECT MARKET				TEL AVIV STOCK EXCHANGE
	HIGH		LOW		HIGH	LOW
October 2013	$	5.13	$	4.75	NIS 17.97	NIS 16.99
November 2013	$	5.24	$	4.44	NIS 18.66	NIS 15.64
December 2013	$	4.74	$	4.17	NIS 16.63	NIS 14.43
January 2014	$	4.95	$	4.66	NIS 17.29	NIS 16.27
February 2014	$	5.41	$	4.63	NIS 18.85	NIS 16.32
March 2014	$	5.59	$	4.94	NIS 19.32	NIS 17.54
April 2014	$	5.03	$	4.75	NIS 17.64	NIS 16.63
May 2014	$	5.02	$	4.52	NIS 17.62	NIS 15.90
June 2014	$	5.00	$	4.64	NIS 17.84	NIS 16.10
July 2014	$	4.87	$	4.61	NIS 16.53	NIS 15.74
August 2014	$	4.76	$	4.58	NIS 17.14	NIS 15.81
September 2014	$	5.11	$	4.65	NIS 18.63	NIS 17.04
October 2014 (through October 23, 2014)	$	5.01	$	4.81	NIS 18.32	NIS 17.81

The average closing sale price for Gilat shares on Nasdaq during the six months prior to the date of this offer to purchase, i.e., between April 23, 2014 and October 23, 2014 was $4.78 per share. Accordingly, the purchase price in the offer is 3.6% higher than the said average closing price on Nasdaq and is 1.0% higher than the closing price on Nasdaq on October 23, 2014.

The average closing sale price for Gilat shares on the TASE during the six months prior to the date of this offer to purchase, i.e., between April 23, 2014 and October 23, 2014, was NIS 16.80 per share. Accordingly, the purchase price in the offer (NIS 18.65 based on an exchange rate of NIS 3.767 per United States dollar as of October 23, 2014) is 11% higher than the said average closing price on the TASE and is 1.78% higher than the closing price on the TASE on October 23, 2014.

On September 16, 2014, the last trading day before we announced our intention to commence the offer, the closing sale price per share as reported on Nasdaq was $4.79 and as reported on the TASE was NIS 17.37 ($4.77 based on an exchange rate of NIS 3.641 per United States dollar as of September 16, 2014).

We recommend that you obtain a current market quotation for Gilat shares.

Based on Gilat’s unaudited consolidated financial statements for the period ended June 30, 2014, Gilat’s shareholders equity was $223,968,000 and its shareholders’ equity per share (based on 42,358,000 Gilat shares outstanding on such date) was $5.29.

7.	EFFECTS OF THE OFFER ON THE MARKET FOR SHARES; REGISTRATION UNDER THE EXCHANGE ACT.

Our purchase of Gilat shares pursuant to the offer may reduce the number of Gilat shares that might otherwise be traded publicly and may reduce the number of Gilat shareholders. In particular, if the offer is consummated, Gilat’s “public float,” that is the number of Gilat shares owned by Gilat’s non-affiliated shareholders and available for trading in the securities markets, may be reduced. This may result in lower share prices or reduced liquidity in the trading market for Gilat shares in the future. Nonetheless, each member of our bidder group anticipates that there will be a sufficient number of Gilat shares issued and outstanding and publicly-traded following consummation of the offer to ensure a continued trading market for the Gilat shares. Based upon published guidelines of Nasdaq and the TASE, each member of our bidder group believes that our purchase of Gilat shares pursuant to the offer will not, in itself, cause the remaining Gilat shares to be delisted from Nasdaq or the TASE.

The Gilat shares are currently “margin securities” under the rules and regulations of the Board of Governors of the Federal Reserve System. This has the effect, among other things, of allowing brokers to extend credit to their customers using such Gilat shares as collateral. Each member of our bidder group believes that following the purchase of Gilat shares pursuant to the offer, the Gilat shares will continue to be “margin securities” for purposes of the margin rules and regulations of the Board of Governors of the Federal Reserve System.

Gilat shares are registered under the Exchange Act, which requires, among other things, that Gilat furnish certain information to its shareholders and the SEC. Each member of our bidder group believes that our purchase of Gilat shares pursuant to the offer will not result in deregistration of the Gilat shares under the Exchange Act or otherwise cause Gilat to no longer be subject to the reporting requirements of the Exchange Act applicable to it (as a foreign private issuer).

8.	INFORMATION CONCERNING GILAT.

The information concerning Gilat contained in this offer to purchase has been taken from or is based upon publicly available documents and records on file with the SEC and other public sources. The summary information set forth below is qualified in its entirety by reference to these documents and records. We have not independently verified the accuracy or completeness of the information contained in such documents or records.

Overview. Gilat’s legal and commercial name is Gilat Satellite Networks Ltd. and its legal form is a company limited by shares. It was incorporated under the laws of the State of Israel on June 28, 1987 under the name Gilat – Communication Systems Limited. It changed its name to Gilat Satellite Networks Ltd. in 1993. Gilat’s corporate headquarters and principal executive offices are located at Gilat House, 21 Yegia Kapayim Street, Kiryat Arye, Petah Tikva, 4913020 Israel. Its telephone number in Israel is +972-3-925-2000. Gilat’s address in the U.S. is c/o Gilat North America LLC, 1750 Old Meadow Road, McLean, VA. Gilat’s website address is http://www.gilat.com. However, information contained on Gilat’s website does not constitute a part of this offer to purchase.

Gilat is a leading global provider of broadband satellite communication equipment and networking products and services. Gilat designs, produces and markets VSATs, SSPAs, BUCs, and low-profile antennas. Gilat has a large installed customer base and has shipped more than one million VSAT units to customers in approximately 90 countries on six continents.

Gilat shipped its first generation VSAT in 1989 and since then it has been among the technological leaders in the VSAT industry. Gilat’s continuous investment in research and development has resulted in the development of new and industry-leading products. As of December 31, 2013, Gilat had approximately 981 full-time employees, including approximately 270 persons engaged in research, development and engineering activities.

Gilat has 21 sales and support offices worldwide, three network operations centers and five R&D centers. Gilat’s products are primarily sold to communication service providers and operators that use VSATs for their customers and to government organizations and system integrators that use its technology. Gilat provides services directly to end-users in various market sectors including in certain countries in Latin America and provides managed network services in Australia, over a VSAT network owned by a third party.

In July and August 2010, respectively, Gilat completed the acquisition of RAS, a leading provider of Satcom-On-The-Move antenna solutions, and Raysat BG, a Bulgarian research and development center. In November 2010, Gilat completed the acquisition of Wavestream, a provider of SSPAs and BUCs, with field-proven, high performance solutions designed for mobile and fixed satcom systems worldwide.

Gilat’s ordinary shares began trading on Nasdaq in 1993 under the ticker symbol “GILTF”, and on the Tel Aviv Stock Exchange in 2004.

Available Information. Gilat is subject to the informational filing requirements of the Exchange Act applicable to “foreign private issuers” and, in accordance therewith, is obligated to file reports, including annual reports on Form 20-F, and other information with the SEC relating to its business, financial condition and other matters.

These reports and other information should be available for inspection at the public reference facilities of the SEC at 100 F. Street, N.E., Room 1580, Washington, D.C. 20549. You may obtain information on the operation of the Securities and Exchange Commission’s public reference room in Washington, D.C. by calling the Securities and Exchange Commission at 1-800-SEC-0330. The Exchange Act file number for Gilat’s Securities and Exchange Commission filings is 000-21218.

The Securities and Exchange Commission maintains a website at www.sec.gov that contains reports, proxy and information statements, and other information regarding registrants that make electronic filings with the Securities and Exchange Commission using its EDGAR (Electronic Data Gathering, Analysis, and Retrieval) system.

According to Chapter E’3 of the Israeli Securities Law and regulations promulgated thereunder, Gilat is required to file with the ISA and the TASE any document it is required to file or that it has furnished or made public to its investors in accordance with U.S. law and any other information that it receives from its shareholders regarding their holdings in Gilat, and which was furnished or that has to be furnished, according to U.S. law, to Gilat’s shareholders. Such filings, if filed on or after January 1, 2001, are available on the TASE’s website (http://maya.tase.co.il), and, if were filed on or after November 4, 2003, are also available on the ISA’s website (http://www.magna.isa.gov.il).

9.	INFORMATION CONCERNING THE BIDDER GROUP.

Overview. FIMI Israel Opportunity Fund IV, Limited Partnership, FIMI Opportunity IV Fund, L.P., FIMI Israel Opportunity Five, Limited Partnership and FIMI Opportunity V, L.P are limited partnerships that are part of a group of private equity funds known as the FIMI Funds. The FIMI Funds invest in companies that are predominantly located in Israel or that have significant ties or relations to Israel. The two managing general partners of the FIMI Funds are FIMI IV 2007 Ltd. and FIMI Five 2012 Ltd., which are companies organized under the laws of the State of Israel. Ishay Davidi is the founder of the FIMI Funds and the chief executive officer of each of FIMI IV 2007 Ltd. and FIMI Five 2012 Ltd. Ishay Davidi also serves as a member of Gilat’s board of directors. Amiram Boehm, a partner in the FIMI Funds, is also a member of Gilat’s board of directors. Our principal executive offices, and the principal executive offices of FIMI IV 2007 Ltd. and FIMI Five 2012 Ltd., are located at Electra Tower, 98 Yigal Alon Street, Tel Aviv 6789141 Israel. Our telephone number, and the telephone number of FIMI IV 2007 Ltd. and FIMI Five 2012 Ltd., in Israel is +972-3-565-2244. Shira and Ishay Davidi Management Ltd. is a holding company organized under the laws of the State of Israel that controls FIMI IV 2007 Ltd. and FIMI Five 2012 Ltd., the two managing general partners of the FIMI Funds. Ishay Davidi controls Shira and Ishay Davidi Management Ltd. The principal executive offices of Shira and Ishay Davidi Management Ltd. and of Ishay Davidi are also located at Electra Tower, 98 Yigal Alon Street, Tel-Aviv 6789141, Israel and their telephone number in Israel also is +972-3-565-2244.

Except as set forth in this offer to purchase, no member of our bidder group nor, to the best of our knowledge, any of the other persons listed on Schedule I, nor any affiliate or majority-owned subsidiary of any of the foregoing, nor any of the respective executive officers, directors or subsidiaries of any of the foregoing, has effected any transaction in Gilat shares during the past 60 days.

Except as set forth in this document, no member of our bidder group, nor to the best of our knowledge, any other person listed on Schedule I, nor any affiliate or majority-owned subsidiary of the foregoing, beneficially owns or has a right to acquire Gilat shares.

Except as set forth in this document, no member of our bidder group, nor to the best of our knowledge, any of the other persons listed on Schedule I has had, during the past two years, any negotiations, contacts or material transactions with Gilat or any of its executive officers, directors or affiliates, concerning any merger, consolidation, acquisition, tender offer, election of directors, or the sale of a material amount of the assets of, Gilat.

Additional Information. The name, citizenship, business address, present principal occupation and material positions held during the past five years of each of the executive officers, directors and other “senior office holders” (as such term is defined under the Israeli Securities Law) of each member of our bidder group are set forth in Schedule I to this offer to purchase.

None of the members of our bidder group:

has been convicted in a criminal proceeding in the past five years (excluding traffic violations or similar misdemeanors);

has been party to any judicial or administrative proceeding during the past five years (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, U.S. federal or state securities laws, or a finding of any violation of U.S. federal or state securities laws; or

has been otherwise convicted in a criminal proceeding and the statute of limitation regarding such conviction, pursuant to the Israeli Criminal Registration and Rehabilitation Law, 1981, has not elapsed prior to the date of this offer to purchase.

Available Information. Our bidder group has filed with the SEC a Schedule TO, which includes this offer to purchase as an exhibit thereto and contains additional information concerning the offer. None of the members of our bidder group is subject to the informational filing requirements of the Exchange Act or the Israeli Securities Laws.

10.	SOURCES AND AMOUNT OF FUNDS.

The offer is not conditioned on the availability of financing. We estimate that the total amount of funds that we will require to consummate the offer, including fees and expenses, is approximately $25.75 million. We possess all necessary funds to consummate the offer from cash on hand. To secure the payment for the Gilat shares tendered pursuant to the offer, the Israeli Depositary, who is a member of the TASE, has agreed to guarantee our obligation to pay for the Gilat shares. In addition, to secure this guarantee, we have engaged the Israeli Depositary to act as an escrow agent and have deposited cash into an escrow account in an amount sufficient to pay for the number of Gilat shares that we are offering to purchase in the offer. Because our offer is not conditioned on the availability of financing, we possess all of the necessary funds to consummate the offer from cash on hand, and we have deposited cash into an escrow account with the Israeli Depositary in an amount sufficient to pay for the maximum number of Gilat shares that we are offering to purchase in the offer, each member of our bidder group believes that our financial condition is not material to a decision to tender pursuant to our offer.

11.	CONDITIONS OF THE OFFER.

Under Israeli law, we will become irrevocably bound to purchase, subject to proration, the Gilat shares validly tendered pursuant to the offer and not properly withdrawn prior to 10:00 a.m., New York time, or 5:00 p.m., Israel time, on the Final Expiration Date, subject to the following conditions. Notwithstanding any other provisions of the offer, and in addition to (and not in limitation of) our rights to extend the Initial Offer Period or otherwise amend the terms of the offer at any time, we shall not be required to accept for payment and, subject to Israeli law, the Exchange Act and any applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act (relating to our obligation to either pay for or return tendered Gilat shares promptly after the termination or withdrawal of the offer), pay for, and may delay the acceptance for payment of and accordingly the payment for, any tendered Gilat shares, and terminate the offer, if, in our reasonable judgment, any of the following occurs:

(a) at 10:00 a.m., New York time, or 5:00 p.m., Israel time, on the Initial Completion Date, any one or more of the following conditions has not been satisfied:

(1) there shall have been validly tendered and not properly withdrawn Gilat shares representing 5.0% of the issued and outstanding shares and voting power of Gilat on the Initial Completion Date (currently, 2,130,095 Gilat shares); and

(2) as required by Israeli law, at the completion of the Initial Offer Period, the aggregate number of Gilat shares validly tendered pursuant to the offer and not properly withdrawn is greater than the aggregate number of Gilat shares represented by Notices of Objection to the offer;

(b) (1) at any time on or after commencement of the offer and prior to 10:00 a.m., New York time, or 5:00 p.m., Israel time, on the Initial Completion Date,

any “event” (as such term is defined below) shall have occurred,

we did not know and could not have known of, and we did not foresee and could not have foreseen, in each case, on the date of this offer to purchase, the occurrence of such “event”, and

such “event” would cause the terms of the offer as a result of such “event” to become materially different from the terms which a reasonable offeror would have proposed had it known of such “event” on the date of this offer to purchase;

For purposes of this paragraph (b)(1), an “event” shall mean any of the following:

(A)

any action taken, or any statute, rule, regulation, legislation, interpretation, judgment, order or injunction enacted, enforced, promulgated, amended, issued or deemed applicable to the offer, by any legislative body, court, government or governmental, administrative or regulatory authority or agency of competent jurisdiction, domestic or foreign;

(B)	any action or proceeding instituted or pending by any governmental entity or third party before a court or other authority of competent jurisdiction, domestic or foreign; or

(C)

any change that has or will have occurred (or any development that has or will have occurred involving prospective changes) in the business, assets, liabilities, conditions (financial or otherwise), prospects or results of operations of Gilat that has, or could reasonably be expected to have, in our reasonable discretion, a material adverse effect on Gilat or, assuming consummation of the offer, on us; or

(2)

at any time on or after commencement of the offer and prior to 10:00 a.m., New York time, or 5:00 p.m., Israel time, on the Initial Completion Date, any of the following shall have occurred, provided that we did not know and could not have known of, nor did we foresee or could have foreseen, such an event, on the date of this offer to purchase:

any general suspension of, or limitation on prices for, trading in securities on Nasdaq or the TASE;

a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States or Israel (whether or not mandatory) or a material limitation (whether or not mandatory) by any governmental entity on the extension of credit by banks or other lending institutions, that could have a material adverse effect on us, Gilat or the trading of Gilat shares;

in the case of any of the foregoing existing at the time of the commencement of the offer, a material escalation or the worsening thereof;

any change in the general political, market, economic or financial conditions in the United States, Israel or abroad that could, in our reasonable judgment, have a material adverse effect on us, Gilat or the trading of Gilat shares; or

a tender offer or exchange offer for any or all of Gilat shares, or any merger, acquisition, business combination or other similar transaction with or involving Gilat or any of its subsidiaries, shall have been proposed, announced or made by any other person or has been publicly disclosed.

(c) at least one Israeli business day prior to the Initial Completion Date, we shall not have obtained any approvals, licenses, permits or consents of any competent authority or any other approval, which is required under applicable law in order to purchase the Gilat shares pursuant to the offer (see Section 12), including the approval of the Israeli Antitrust Authority to the increase of FIMI's shareholdings in Gilat to more than 25% of Gilat's issued and outstanding share capital. This includes that any U.S. or Israeli governmental, administrative or regulatory authority or agency has imposed, or has sought to impose, a requirement as to the terms of, or the disclosure with respect to, the offer, the compliance with which would (1) result in unreasonable cost or expense to us, (2) require unreasonable commercial efforts by us, or (3) otherwise would prohibit consummation of the offer or prevent consummation thereof within the time periods prescribed by applicable law.

The foregoing conditions may be asserted by us regardless of the circumstances giving rise to any such conditions and, in the case of clause (b) above, subject to applicable law, may be waived by us in whole or in part at any time and from time to time until the Initial Completion Date (as may be extended), in each case, in the exercise of our reasonable judgment. You should be aware that, under Israeli law, we may not waive the conditions set forth in clause (a) and clause (c) above.

Our failure at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right and each such right shall be deemed an ongoing right that may be asserted at any time and from time to time prior to 10:00 a.m., New York time, or 5:00 p.m., Israel time, on the Initial Completion Date. All of the conditions of the offer must be satisfied or waived before the Initial Completion Date. If we proceed with the offer after failing to exercise any of the foregoing rights, this will be deemed a waiver of such rights, and depending on the materiality of the waived right and the number of days remaining in the offer, we may be required to extend the offer and recirculate new disclosure to the tendering shareholders. A public announcement may be made of a material change in, or waiver of, such conditions, and the Initial Offer Period may, in certain circumstances, be extended in connection with any such change or waiver.

Should the offer be terminated pursuant to the foregoing provisions, all tendered Gilat shares not theretofore accepted for payment shall promptly be returned by the Depositaries to the tendering shareholders.

The offer is not conditioned on the availability of financing or the approval of the board of directors of Gilat.

12.	LEGAL MATTERS AND REGULATORY APPROVALS.

Israeli Antitrust Authority. On October 20, 2014, we filed a merger notice with respect to our purchase of Gilat shares pursuant to the offer with the Israeli Antitrust Authority. The merger notice is required because if we acquire the Gilat shares pursuant to this offer we will be deemed to own in excess of 25% of the outstanding Gilat shares. Under the Israeli Restrictive Trade Practices Law, 5758-1988, if as a result of a transaction the purchaser will own 25% or more of any means of control in a company, the approval of the Israeli Antitrust Authority is required to be obtained before the transaction may be completed.

The Israeli Securities Authority. Pursuant to the Israeli Securities Law, if the ISA, including an employee it authorized for that purpose, determines that this offer to purchase and related materials do not contain all the information that the ISA believes is important for a reasonable offeree, or that this offer to purchase and related materials do not comply with the provisions of the Israeli Securities Law, the ISA may direct, during the period in which the offer is open, that the Initial Completion Date be postponed, and the ISA may direct, after having given us appropriate opportunity for a fair hearing before it, that an amendment to this offer to purchase and related materials be published within one Israeli business day (unless it stipulates another time), or that an amended offer to purchase and related materials should be provided in the form and manner it directs. The ISA may order the postponement of the Initial Completion Date, if it sees fit to do so, for the protection of the interests of the offerees.

The U.S. Securities and Exchange Commission. The SEC may or may not review and comment on this offer to purchase and related documents. However, the offer has not been approved or disapproved by the SEC (or, for that matter, any state securities commission or the ISA), nor has the SEC (or any state securities commission or the ISA) passed upon the fairness or merits of the offer or upon the accuracy or adequacy of the information contained in this offer to purchase. Any representation to the contrary is a criminal offense.

General. In addition, we must receive any necessary material approval, permit, authorization or consent of any U.S., Israeli or other governmental, administrative or regulatory agency (federal, state, local, provincial or otherwise) prior to the Initial Completion Date. Except as set forth above, we are not aware of any license or regulatory permit that appears to be material to the business of Gilat and its subsidiaries, taken as a whole, that might be adversely affected by our acquisition of Gilat shares pursuant to the offer. If any such material approval or other action is required, we presently contemplate to use our reasonable commercial efforts to obtain such approval or take such action. While, except as otherwise described in this offer to purchase, we do not presently intend to delay the acceptance for payment of, or payment for, Gilat shares tendered pursuant to the offer pending the outcome of any such matter, there can be no assurance that any such approval or other action, if needed, would be obtained or would be obtained without substantial conditions, or that failure to obtain any such approval or other action might not result in unknown or unforeseen consequences adverse to Gilat’s business. See Section 11 for conditions of the offer, including conditions with respect to regulatory approvals.

13.	FEES AND EXPENSES.

We have retained D.F. King & Co., Inc. to serve as the Information Agent for the offer, American Stock Transfer & Trust Company, to serve as the U.S. Depositary for the offer, and Bank of Jerusalem Ltd. to serve as the Israeli Depositary for the offer.

The Information Agent may contact holders of Gilat shares by personal interview, mail, telephone, facsimile and other methods of electronic communication and may request brokers, dealers, banks, trust companies and other nominees to forward the materials relating to the offer to beneficial holders. As compensation for acting as Information Agent in connection with the offer, D.F. King & Co., Inc. will be paid a reasonable and customary fee for its services and will also be reimbursed for reasonable out-of-pocket expenses and may be indemnified against specified liabilities and expenses in connection with the offer, including specified liabilities under the federal securities laws. We will pay the Depositaries reasonable and customary compensation for their services in connection with the offer and reimburse them for reasonable out-of-pocket expenses, and will indemnify them against specified liabilities and expenses in connection with their services, including specified liabilities under the federal securities laws.

It is estimated that the expenses incurred in connection with the offer will be approximately as set forth below:

Information Agent Fees and Expenses	$	6,500
U.S. and Israeli Depositaries' Fees and Expenses	$	22,000
Filing Fees	$	2,972
Legal Fees	$	122,500
Printing and Mailing Costs	$	8,125
Miscellaneous	$	12,500

Total	$	174,597

Except as set forth above, we will not pay any fees or commissions to any broker or dealer or other person or entity in connection with the solicitation of tenders of Gilat shares pursuant to the offer. We will, upon request, reimburse brokers, dealers, commercial banks and trust companies for customary mailing and handling expenses incurred by them in forwarding materials relating to the offer to their customers.

14.	MISCELLANEOUS.

We are making the offer to shareholders of Gilat by this offer to purchase and the related documents delivered to you. We are not aware of any jurisdiction where the making of the offer is prohibited by administrative or judicial action pursuant to any valid state statute. If we become aware of any valid state statute prohibiting the making of the offer or the acceptance of the Gilat shares pursuant thereto, we will make a good faith effort to comply with such statute or seek to have such statute declared inapplicable to the offer. If, after this good faith effort, we cannot comply with the state statute, subject to applicable law, the offer will not be made to (nor will tenders be accepted from or on behalf of) holders of Gilat shares in that state. In those jurisdictions where the securities, blue sky or other laws require the offer to be made by a licensed broker or dealer, we will endeavor to make arrangements to have the offer made on our behalf by one or more registered brokers or dealers licensed under the laws of such jurisdictions.

No person has been authorized to give any information or to make any representation on our behalf not contained herein or in the related documents delivered to you and, if given or made, such information or representation must not be relied upon as having been authorized.

Pursuant to Rule 14d-3 under the Exchange Act, we have filed with the SEC the Schedule TO, together with exhibits, furnishing additional information with respect to the offer. The Schedule TO and any amendments thereto, including exhibits, should be available for inspection at the public reference facilities of the SEC at 100 F. Street, N.E., Room 1580, Washington, D.C. 20549. Copies of this information should be obtainable by mail, upon payment of the SEC’s customary charges, by writing to the SEC’s principal office at 100 F. Street, N.E., Room 1580, Washington, D.C. 20549. The SEC also maintains a website http://www.sec.gov that contains reports and other information filed electronically with the SEC.

Pursuant to the Securities Regulations (Tender Offer), 5760-2000, we have filed a copy of this offer to purchase with the ISA and the TASE.

FIMI OPPORTUNITY IV, L.P.

FIMI ISRAEL OPPORTUNITY IV, LIMITED PARTNERSHIP

FIMI OPPORTUNITY V, L.P.

FIMI ISRAEL OPPORTUNITY FIVE, LIMITED PARTNERSHIP

Dated: October 24, 2014

ANNEX A

Excerpt of Section 331 of the Israeli Companies Law 5759-1999

(Unofficial Translation from Hebrew)

“331. Consent of shareholders

(a)	A special tender offer shall be addressed to all offerees, and the offerees may announce their consent to the special tender offer or their objection thereto.

(b)	A special tender offer may not be accepted unless a majority of the votes of offerees, who announced their position with respect thereto, agreed to the offer.

(c)	In counting the votes of the offerees, the votes of a controlling shareholder of the offeror or of controlling persons of the company, or of persons on their behalf or on behalf of the offeror, including their relatives and corporations under their control, shall be excluded.

(d)

If a special tender offer is accepted, then all offerees who had not announced their position with respect the offer or who objected to the offer, may agree to the offer, not later than four days after the last date for acceptance of the tender offer, or by such other date to be set by the Minister for this purpose, and they shall be treated like persons who initially agreed to the offer.”

ANNEX B

Definition of Israeli Resident for Israeli Tax Purposes

(Unofficial Translation from Hebrew)

The following is an excerpt of Section 1 of the Israeli Income Tax Ordinance [New Version], 1961, as amended, which defines a “resident of Israel” as follows:

(A)

with respect to an individual – a person whose center of vital interests is in Israel; for this purpose the following provisions will apply:

(1)

in order to determine the center of vital interests of an individual, there shall be taken into account the whole of the individual’s family, economic and social connections, including, among others:

(a)

place of domicile;

(b)

place of residence of the individual and the individual’s immediate family;

(c)

place of the individual’s regular or permanent occupation or the place of his permanent employment;

(d)

place of the individual’s active and material economic interests;

(e)

place of the individual’s activities in organizations, associations and other institutions;

(2)

the center of vital interests of an individual will be presumed to be in Israel:

(a)

if the individual was present in Israel for 183 days or more in the tax year;

(b)

if the individual was present in Israel for 30 days or more in the tax year, and the total period of the individual’s presence in Israel during the tax year and the two previous tax years is 425 days or more.

For the purposes of this paragraph, “day” includes a portion of a day;

(3)

the presumption in subparagraph (2) may be rebutted either by the individual or by the assessing officer….

(B)

with respect to an entity – an entity that satisfies one of the following conditions:

(1)

it was incorporated in Israel;

(2)

the “control and management” of its business is exercised in Israel.

SCHEDULE I

CERTAIN INFORMATION CONCERNING THE

EXECUTIVE OFFICERS AND CONTROL PERSONS OF THE BIDDER GROUP

Set forth below are the name, business address and current principal occupation or employment, and material occupations, positions, offices or employment for the past five years, of the executive officers and control persons of each member (other than natural persons) of our bidder group. The business address of each person listed below is Electra Tower, 98 Yigal Alon Street, Tel-Aviv 6789141, Israel.

Our managing general partners are FIMI IV 2007 Ltd. and FIMI Five 2012 Ltd. Both are companies limited by shares.

The directors and officers of each of FIMI IV 2007 Ltd. and FIMI Five 2012 Ltd. are Ishay Davidi, Gillon Beck, Sharon Amir, Dr. Amnon Goldschmidt and Ms. Chelly Pardo. The director and officer of Shira and Ishay Davidi Management Ltd. is Ishay Davidi.

None of the persons listed below has, during the past five years, (i) been convicted in a criminal proceeding or (ii) been a party to any judicial or administrative proceeding that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, U.S. federal or state securities laws, or a finding of any violation of U.S. federal or state securities laws. All persons listed below are citizens of the State of Israel.

Name	Current Principal Occupation or Employment and Five-Year Employment History

Ishay Davidi	Mr. Davidi is the founder of the FIMI Funds and has served as the CEO of each of the managing general partners of the partnerships comprising the FIMI Funds since 2003. Mr. Davidi also serves as a member of Gilat's board of directors and is the Chairman of the board of directors of Inrom Construction Industries Ltd. (TASE), and a director of Ormat Industries Ltd. (TASE), Ham-Let (Israel-Canada) Ltd. (TASE), C. Mer Ltd. (TASE), Pharm Up Ltd. and Overseas Commerce Ltd. Mr. Davidi previously served as the Chairman of the board of directors of Retalix (previously traded on NASDAQ and TASE) from August 2008 until January 2010, of Tefron Ltd. (New York Stock Exchange and TASE) and of Tadir-Gan (TASE), and as a director of Retalix, Tadiran Communications Ltd. (TASE), Lipman Electronic Engineering Ltd. (NASDAQ and TASE), Merhav Ceramic and Building Materials Center Ltd. (TASE), TAT Technologies Ltd. (NASDAQ and TASE), Orian C.M. Ltd. (TASE), Ophir Optronics Ltd. (TASE), Scope Metals Group Ltd. (TASE) and Formula Systems Ltd. (NASDAQ and TASE). Mr. Davidi holds a B.Sc. in Industrial and Management Engineering from Tel Aviv University and an M.B.A. from Bar Ilan University.

Gillon Beck	Mr. Beck has been a senior partner and director of the FIMI Funds since 2003. Mr. Beck is the Chairman of the Board of Directors of each of Ham-Let (Israel-Canada) Ltd., Overseas Commerce Ltd. and H.R. Givon Ltd. and a member of the Board of Directors of each of Ormat Technologies Inc., Inrom Construction Industries Ltd. and Magal Security Systems Ltd.. He holds a B.Sc. in Industrial Engineering from the Technion, Israel Institute of Technology, and an MBA in Finance from Bar Ilan University.

Sharon Amir	Mr. Amir is a director of the FIMI Funds and has been a senior partner at Naschitz, Brandes, Amir & Co. since January 1997. Prior to joining Naschitz, Brandes, Amir, Mr. Amir spent four years as a corporate and tax attorney with Skadden, Arps, Slate, Meagher & Flom in New York. Mr. Amir holds a B.A. in Philosophy and Political Science from the University of New South Wales, an LL.B. from the Tel-Aviv University and an LL.M. in Taxation from New York University.

Amnon Goldschmidt	Dr. Goldschmidt was the Chief Financial Officer of Israel Discount Bank Ltd. from 1996 until 2007. Dr. Goldschmidt has been a director of the FIMI Funds since 2003. Dr. Goldschmidt also serves as a director of The First International Bank of Israel. Dr. Goldschmidt holds a PhD in economics and an MBA in finance from The Hebrew University of Jerusalem and a Bachelor of economic and social sciences from The Hebrew University of Jerusalem.

Chelly Pardo	Ms. Pardo has been a partner of the FIMI Funds since 2003.

The U.S. Depositary for the Offer is:

If delivering by mail:

American Stock Transfer & Trust Company, LLC

Operations Center

Attn: Reorganization Department

P.O. Box 2042

New York, New York 10272-2042

Phone: Toll-free (877) 248-6417

(718) 921-8317

Fax 718 234-5001

If delivering by hand, express mail, courier

or any other expedited service:

American Stock Transfer & Trust Company, LLC

Operations Center

Attn: Reorganization Department

6201 15th Avenue

Brooklyn, New York 11219

The Israeli Depositary for the Offer is:

By Hand or Overnight Courier:	By Facsimile Transmission:
Bank of Jerusalem Ltd. Rubinstein House, 37 Begin Road Tel Aviv 6522042, Israel Attn: Avi Avivi	+972-76-809-6377 Confirm by Telephone: +972-76-809-5529

The Information Agent for the Offer is:

D.F. King & Co., Inc.

48 Wall Street

New York, NY 10005

For assistance call D.F. King at 866-406-2288 (toll free) or 212-493-3910 (banks and brokers)

Our Israeli legal counsel is:

5 Tuval St.

Tel Aviv 6789717, Israel

Tel.: 972-3- 6235000; Facsimile: 972-3-6235005

Attn: Sharon Amir, Adv. or Idan Lidor, Adv.

Exhibit (a)(1)(B)

Letter of Transmittal

To Tender Ordinary Shares

GILAT SATELLITE NETWORKS LTD.

Pursuant to the Offer to Purchase

Dated October 24, 2014

FIMI OPPORTUNITY IV, L.P.

FIMI ISRAEL OPPORTUNITY IV, LIMITED PARTNERSHIP

FIMI OPPORTUNITY V, L.P.

FIMI ISRAEL OPPORTUNITY FIVE, LIMITED PARTNERSHIP

THE INITIAL OFFER PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 10:00 A.M., NEW YORK CITY

TIME, AND 5:00 P.M., ISRAEL TIME, ON TUESDAY, NOVEMBER 25, 2014, UNLESS THE OFFER IS EXTENDED.

Mail or deliver this Letter of Transmittal, or a facsimile, together with the certificate(s) representing your shares, to:

If delivering by mail:

American Stock Transfer & Trust Company, LLC

Operations Center

Attn: Reorganization Department

P.O. Box 2042

New York, New York 10272-2042

If delivering by hand or courier:

American Stock Transfer & Trust Company, LLC

Operations Center

Attn: Reorganization Department

6201 15th Avenue

Brooklyn, New York 11219

For assistance call (877) 248-6417 or (718) 921-8317

Pursuant to the an Offer to Purchase dated October 24, 2014 by FIMI Opportunity IV, L.P, FIMI Israel Opportunity IV, Limited Partnership, FIMI Opportunity V, L.P and FIMI Israel Opportunity Five, Limited Partnership, the undersigned encloses herewith and surrenders the following certificate(s) representing ordinary shares of Gilat Satellite Networks Ltd.:

Name(s) and Address of Registered Holder(s) If there is any error in the name or address shown below, please make the necessary corrections	DESCRIPTION OF SHARES SURRENDERED (Please fill in. Attach separate schedule if needed)
	Certificate No(s)	Number of Shares











	TOTAL SHARES F

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

PLEASE READ THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING THIS LETTER OF TRANSMITTAL. IF APPLICABLE TO YOU, MAKE SURE YOU COMPLETE (1) THE DECLARATION FORM (“DECLARATION OF STATUS FOR ISRAELI INCOME TAX PURPOSES”) INCLUDED HEREIN TO PREVENT ISRAELI WITHHOLDING TAX, AND/OR (2) SUBSTITUTE FORM W-9 INCLUDED HEREIN OR THE APPROPRIATE IRS FORM W-8, AS APPLICABLE, TO PREVENT U.S. BACKUP WITHHOLDING TAX, IN EACH CASE, ON ANY PAYMENT PAYABLE TO YOU PURSUANT TO THE OFFER.

SUBJECT TO APPLICABLE LAW, THE OFFER IS NOT BEING MADE TO (NOR WILL TENDER OF ORDINARY SHARES BE ACCEPTED FROM OR ON BEHALF OF) HOLDERS IN ANY JURISDICTION IN WHICH THE MAKING OR THE ACCEPTANCE OF THE OFFER WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION.

Shareholders of Gilat must complete this Letter of Transmittal (i) if certificates evidencing shares are to be forwarded with this letter, or (ii) unless an agent’s message (as defined in Section 3 of the Offer to Purchase, as referred to below) is utilized, if delivery of shares is to be made by book-entry transfer to an account maintained by American Stock Transfer & Trust Company, as depositary (the “U.S. Depositary”) at The Depository Trust Company (the “Book-Entry Transfer Facility” or “DTC”). Delivery of documents to DTC or any other party does not constitute delivery to the U.S. Depositary.

Shareholders whose certificates evidencing shares are not immediately available or who cannot deliver their share certificates and all other documents required hereby to the U.S. Depositary prior to 10:00 a.m., New York time, or 5:00 p.m., Israel time, on the Initial Completion Date or Final Expiration Date (as defined in Section 1 of the Offer to Purchase), as applicable, or who cannot complete the procedure for delivery by book-entry transfer on a timely basis will not be able to tender their shares pursuant to guaranteed delivery procedure. See Instruction 2.

NOTE: SIGNATURES MUST BE PROVIDED BELOW

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

o	CHECK HERE IF ORDINARY SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO THE U.S. DEPOSITARY’S ACCOUNT AT THE DEPOSITORY TRUST COMPANY AND COMPLETE THE FOLLOWING:

Name of Tendering Institution: ________________________________________________________________

Account Number: __________________________________________________________________________

Transaction Code Number: ___________________________________________________________________

IMPORTANT: This Letter of Transmittal properly completed and duly executed (together with any required signature guarantees (or, in the case of a book-entry transfer, an agent’s message) and certificates or confirmation of book-entry transfer and all other required documents must be received by the U.S. Depositary prior to 10:00 a.m., New York City time, or 5:00 p.m., Israel time, on the Initial Completion Date or Final Expiration Date, as applicable. Delivery of this Letter of Transmittal to an address other than as set forth above, will not constitute a valid delivery.

Ladies and Gentlemen:

The undersigned hereby tenders to FIMI Opportunity IV, L.P, FIMI Israel Opportunity IV, Limited Partnership, FIMI Opportunity V, L.P and FIMI Israel Opportunity Five, Limited Partnership, (collectively, the “Purchaser”), the above-described ordinary shares, par value NIS 0.20 per share (the “Shares”) of Gilat Satellite Networks Ltd. (“Gilat”), pursuant to the Purchaser’s offer to purchase 5,166,348 Shares at $4.95 per Share, net to the seller in cash, less any required withholding taxes and without interest, upon the terms of, and subject to the conditions to, the Offer to Purchase, dated October 24, 2014 (the “Offer to Purchase”) and this Letter of Transmittal (which, as amended from time to time, together constitute the “Offer”), receipt of which is hereby acknowledged.

Upon the terms of, and subject to the conditions to, the Offer (and if the Offer is extended or amended, the terms of any such extension or amendment), and subject to, and effective upon, acceptance for payment of Shares tendered herewith, in accordance with the terms of the Offer, the undersigned hereby sells, assigns and transfers to or upon the order of the Purchaser all right, title and interest in and to, and any and all claims in respect of or arising or having arisen as a result of the undersigned’s status as a holder of, all Shares that are being tendered hereby (and any and all non-cash dividends, distributions, rights, other Shares or other securities issued or issuable in respect thereof on or after October 24, 2014 (collectively, “Distributions”)) and irrevocably appoints the U.S. Depositary the true and lawful agent and attorney-in-fact of the undersigned with respect to the tendered Shares (and all Distributions), with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to (1) deliver certificates evidencing the tendered Shares (and all Distributions), or transfer ownership of the tendered Shares (and all Distributions) on the account books maintained by The Depository Trust Company, together, in either case, with all accompanying evidences of transfer and authenticity, to or upon the order of the Purchaser, (2) present the tendered Shares (and all Distributions) for transfer on the books of Gilat, and (3) receive all benefits and otherwise exercise all rights of beneficial ownership of the tendered Shares (and all Distributions), all in accordance with the terms of the Offer.

By executing this Letter of Transmittal, the undersigned hereby irrevocably appoints the designees of the Purchaser as the attorney and proxy of the undersigned, each with full power of substitution, to the full extent of the undersigned’s rights with respect to the Shares tendered. This proxy and power of attorney is coupled with an interest in the tendered Shares, is irrevocable and is granted in consideration of, and is effective upon, the acceptance for payment of the tendered Shares by the Purchaser in accordance with other terms of the Offer. Acceptance for payment will revoke all other proxies and powers of attorney granted by the undersigned at any time with respect to the tendered Shares (and all shares and other securities issued in Distributions in respect of the tendered Shares), and no subsequent proxies, powers of attorney, consents or revocations may be given by the undersigned with respect thereto (and if given will not be deemed effective). The undersigned understands that, in order for Shares or Distributions to be deemed validly tendered, immediately upon the Purchaser’s acceptance of the tendered Shares for payment, the Purchaser must be able to exercise all rights, including voting rights, with respect to the tendered Shares (and any and all Distributions), including, without limitation, voting at any meeting of Gilat’s shareholders then scheduled.

The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer Shares tendered hereby and all Distributions, that when the tendered Shares are accepted for payment by the Purchaser, the Purchaser will acquire good and unencumbered title to such Shares and Distributions, free and clear of all liens, restriction, charges and encumbrances, and that none of the tendered Shares and Distributions will be subject to any adverse claim. The undersigned, upon request, will execute and deliver all additional documents deemed by the U.S. Depositary or the Purchaser to be necessary or desirable to complete the sale, assignment and transfer of the tendered Shares and all Distributions. In addition, the undersigned will remit and transfer promptly to the U.S. Depositary for the account of the Purchaser all Distributions in respect of Shares tendered hereby, accompanied by appropriate documentation of transfer, and until receipt of transfer or appropriate assurance of receipt and transfer, the Purchaser will be entitled to all rights and privileges as owner of each such Distribution and may withhold the entire purchase price of the tendered Shares, or deduct from the purchase price, the amount or value of that Distribution as determined by the Purchaser in its sole discretion.

No authority herein conferred or agreed to be conferred will be affected by, and all such authority will survive, the death or incapacity of the undersigned. All obligations of the undersigned in this Letter of Transmittal will be binding upon the heirs, personal representatives, successors and assigns of the undersigned. Except as stated in the Offer to Purchase, this tender is irrevocable. The undersigned understands that the valid tender of Shares pursuant to any one of the procedures described in Section 3 of the Offer to Purchase and in the Instructions to this Letter of Transmittal will constitute the undersigned’s acceptance of the terms of, and conditions to, the Offer. The Purchaser’s acceptance of the tendered Shares for payment will constitute a binding agreement between the undersigned and the Purchaser upon the terms of, and subject to the conditions to, the Offer (and if the Offer is extended or amended, the terms of, or conditions to, any such extension or amendment).

Unless otherwise indicated below in the box entitled “Special Payment Instructions,” please issue the check for the purchase price of all Shares purchased and return all certificates evidencing Shares not tendered or not accepted for payment in the name(s) of the registered holder(s) appearing above under “Description of Shares Tendered.” Similarly, unless otherwise indicated below in the box entitled “Special Delivery Instructions,” please mail the check for the purchase price of all Shares purchased and return all certificates evidencing Shares not tendered or not accepted for payment (and accompanying documents, as appropriate) to the address(es) of the registered holder(s) appearing above under “Description of Shares Tendered”. In the event that the boxes below entitled “Special Payment Instructions” and “Special Delivery Instructions” are both completed, please issue the check for the purchase price of all Shares purchased and return all certificates evidencing Shares not tendered or not accepted for payment in the name(s) of, and deliver such check and return such certificates (and any accompanying documents, as appropriate) to, the person(s) so indicated. Unless otherwise indicated below in the box entitled “Special Payment Instructions,” please credit any Shares tendered hereby and delivered by book-entry transfer that are not accepted for payment by crediting the account at The Depository Trust Company. The undersigned recognizes that the Purchaser has no obligation, pursuant to the Special Payment Instructions, to transfer any Shares from the name of the registered holder(s) if the Purchaser does not accept for payment any Shares tendered hereby.

IF ANY SHARE CERTIFICATES REPRESENTING SHARES THAT YOU OWN HAVE BEEN LOST,

STOLEN OR DESTROYED, SEE INSTRUCTION 2.

SHAREHOLDERS: SIGN HERE

(Please complete a Substitute Form W-9, the appropriate IRS Form W-8, and/or a Declaration Form (Declaration of

Status for Israeli Income Tax Purposes), as applicable. See “IMPORTANT TAX INFORMATION”.)

Signature(s) of Holder(s)

Dated: . . . . . . . . . . . . . ., 2014.

(Must be signed by registered holder(s) exactly as name(s) appear(s) on share certificates or on a security position listing by person(s) authorized to become registered holder(s) by certificates and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, please provide the following information and see Instruction 5.)

Name(s): __________________________________________________________________________________________________

Please Print

Capacity (full title): __________________________________________________________________________________________

Address: __________________________________________________________________________________________________

Include Zip Code

Daytime Area Code and Telephone No: ___________________________________________________________________________

Taxpayer Identification or

Social Security No.: __________________________________________________________________________________________

(See Substitute Form W-9 below)

GUARANTEE OF SIGNATURE(S)

(See Instructions 1 and 5)

FOR USE BY FINANCIAL INSTITUTIONS ONLY.

Financial Institutions: Place Medallion Guarantee in Space Below

FOR USE BY U.S. DEPOSITARY/ PURCHASER ONLY.

By power-of-attorney from Purchaser, the U.S. Depositary

hereby sets its corporate seal to indicate acceptance of the tendered

Shares by the Purchaser: ______________________

If you wish that the check for the purchase price of the Shares and the certificate evidencing Shares not tendered or not purchased be issued in the name of someone other than the record holder(s) of the Shares, please complete the “Special Payment Instructions” below. If the check for the purchase price of the tendered Shares and the certificate evidencing Shares not tendered or not purchased are to be registered in the name of anyone other than the registered holder or mailed to any person(s) other than the person(s) signing this Letter of Transmittal, the certificate(s) must be endorsed and signatures guaranteed.

SPECIAL PAYMENT INSTRUCTIONS

(See Instructions 1, 5, 6 and 7)

To be completed ONLY if the check for the purchase price of Shares and share certificates evidencing Shares not tendered or not purchased are to be issued in the name of someone other than the registered holder.

Issue Check and Share Certificate(s) to:

Name: _______________________________

(Please Print)

Address: _____________________________

____________________________________

(Zip Code)

____________________________________

(Tax Identification or Social Security Number)

(See Substitute Form W-9 below)

Account

Number: _____________________________

SPECIAL DELIVERY INSTRUCTIONS

(See Instructions 1, 5, 6 and 7)

To be completed ONLY if the check for the purchase price of Shares purchased and share certificates evidencing Shares not tendered or not purchased are to be mailed to someone other than the registered holder, or the registered holder at an address other than that shown under “Description of Ordinary Shares Tendered”.

Mail Check and Share Certificate(s) to:

Name: _______________________________

(Please Print)

Address: _____________________________

____________________________________

(Zip Code)

____________________________________

(Tax Identification or Social Security Number)

(See Substitute Form W-9 below)

TO BE COMPLETED BY ALL TENDERING SHAREHOLDERS

PAYOR’S NAME: American Stock Transfer & Trust Company, as U.S. Depository
Payee’s Name:
Payee’s Business Name (if different from above):
Payee’s Address:
Mark Appropriate Box:	o Limited Liability Company Enter appropriate tax classification ___ disregarded entity ___ corporation ___ partnership		o Individual/Sole Proprietor	o Corporation		o Partnership	o Other
SUBSTITUTE Form W-9		Part I — PLEASE PROVIDE YOUR TIN IN THE BOX AT THE RIGHT AND CERTIFY BY SIGNING AND DATING BELOW.			TIN: ______________________________________ ______________________________________ Social Security Number or Employer Identification Number
Department of the Treasury Internal Revenue Service Payor’s Request for Taxpayer Identification Number (“TIN”) and Certification		Part II — FOR PAYEES EXEMPT FROM BACKUP WITHHOLDING, write “Exempt” here and sign and date below (see the Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 and complete as instructed therein)
		Part III — Certification — Under penalties of perjury, I certify that: (1) The number shown on this form is my correct TIN (or I am waiting for a number to be issued to me); and (2) I am not subject to backup withholding because: (a) I am exempt from backup withholding or (b) I have not been notified by the Internal Revenue Service (“IRS”) that I am subject to backup withholding as a result of a failure to report all interest or dividends or (c) the IRS has notified me that I am no longer subject to backup withholding; and (3) I am a U.S. person (including a U.S. resident alien).
		Certification Instructions — You must cross out item (2) of Part III above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding, you received another notification from the IRS that you are no longer subject to backup withholding, do not cross out item (2). (Also see the instructions in the enclosed Guidelines.) SIGNATURE: __________________ DATE: __________________

NOTE: FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9 MAY RESULT IN UNITED STATES BACKUP WITHHOLDING OF ANY PAYMENT MADE TO YOU WITH RESPECT TO ORDINARY SHARES TENDERED. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER OF SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

NOTE: YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU ARE AWAITING A TAXPAYER IDENTIFICATION NUMBER.

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (1) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration office or (2) I intend to mail or deliver an application in the near future. I understand that, if I do not provide a taxpayer identification number by the time of payment or within 60 days thereafter, a portion of such payment will be withheld.

Signature: ______________________________ Date: ___________________________

INSTRUCTIONS TO THIS LETTER OF TRANSMITTAL

Forming Part of the Terms and Conditions of the Offer

1. Guarantee of Signatures. All signatures on this Letter of Transmittal must be guaranteed by a firm which is a member of the Security Transfer Agent Medallion Signature Program, or by any other “eligible guarantor institution”, as such term is defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended (each of the foregoing being an “Eligible Institution”) unless (i) this Letter of Transmittal is signed by the registered holder(s) of Ordinary Shares (which term, for purposes of this document, shall include any participant in The Depository Trust Company whose name appears on a security position listing as the owner of Shares) tendered hereby and such holder(s) has (have) not completed the box entitled “Special Payment Instructions” or “Special Delivery Instructions” on the reverse hereof or (ii) such Shares are tendered for the account of an Eligible Institution. See Instruction 5.

2. Delivery of Letter of Transmittal and Share Certificates. This Letter of Transmittal is to be used (i) if certificates are to be forwarded with it, or (ii) if tenders are to be made pursuant to the procedures for tenders by book-entry transfer pursuant to the procedure set forth in Section 3 of the Offer to Purchase. Certificates evidencing all physically tendered shares, or a confirmation of a book-entry transfer into the U.S. Depositary’s account at The Depository Trust Company of all shares delivered by book-entry transfer, as well as a properly completed and duly executed Letter of Transmittal and any other documents required by this Letter of Transmittal, must be received by the U.S. Depositary at one of its addresses set forth below prior to 10:00 a.m., New York time, or 5:00 p.m., Israel time, on the Initial Completion Date or Final Expiration Date (as defined in Section 1 of the Offer to Purchase), as applicable. If certificates are forwarded to the U.S. Depositary in multiple deliveries, a properly completed and duly executed Letter of Transmittal must accompany each delivery.

Shareholders whose certificates are not immediately available, who cannot deliver their certificates and all other required documents to the U.S. Depositary prior to 10:00 a.m., New York time, or 5:00 p.m., Israel time, on the Initial Completion Date or Final Expiration Date, as applicable, or who cannot complete the procedure for delivery by book-entry transfer on a timely basis will not be able to tender their shares pursuant to guaranteed delivery procedure.

The method of delivery of this Letter of Transmittal, share certificates and all other required documents, including delivery through the Depository Trust Company, is at the option and risk of the tendering shareholder, and the delivery will be deemed made only when actually received by the U.S. Depositary. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

All questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of shares will be determined by the Purchaser, in its sole discretion. The Purchaser reserves the absolute right to reject any or all tenders that it determines not to be in proper form or the acceptance for payment of which may be unlawful. A tender of shares will not have been made until all defects and irregularities have been cured or waived. None of the Purchaser, the Depositaries, the Information Agent, Purchaser’s legal counsel or any other person will be under any duty to give notification of any defects or irregularities in tenders of shares or incur any liability for failure to give any notification.

No alternative, conditional or contingent tenders will be accepted and no fractional shares will be purchased. By execution of this Letter of Transmittal (or a manually signed facsimile hereof), all tendering shareholders waive any right to receive any notice of the acceptance of their shares for payment.

If any share certificate has been lost, destroyed or stolen, the shareholder should promptly notify the U.S. Depositary. The shareholder then will be instructed as to the steps that must be taken in order to replace the share certificate. This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost or destroyed share certificates have been followed.

IMPORTANT: IF YOU SUBMIT A LETTER OF TRANSMITTAL, BY WHICH YOU TENDER YOUR SHARES, AND THEREAFTER YOU DELIVER TO US A NOTICE OF OBJECTION WITH RESPECT TO THOSE SHARES, WE WILL DISREGARD YOUR LETTER OF TRANSMITTAL. SIMILARLY, IF YOU SUBMIT TO US A NOTICE OF OBJECTION WITH RESPECT TO YOUR SHARES AND THEREAFTER YOU DELIVER TO US A LETTER OF TRANSMITTAL BY WHICH YOU TENDER THOSE SHARES, WE WILL DISREGARD YOUR NOTICE OF OBJECTION. IF YOU SUBMIT A LETTER OF TRANSMITTAL AND A NOTICE OF OBJECTION CONCURRENTLY WITH RESPECT TO THE SAME SHARES, THE NOTICE OF OBJECTION WILL BE DISREGARDED.

3. Inadequate Space. If the space provided on the reverse hereof under “Description of Ordinary Shares Tendered” is inadequate, the share certificate numbers, the number of shares evidenced by such share certificates and the number of shares tendered should be listed on a separate signed schedule and attached hereto.

4. Partial Tenders (not applicable to shareholders who tender by book-entry transfer). If fewer than all shares evidenced by any certificate delivered to the U.S. Depositary with this Letter of Transmittal are to be tendered, fill in the number of shares that are to be tendered in the box entitled “Number of Shares Tendered.” In such cases, new certificate(s) evidencing the remainder of shares that were evidenced by the certificates delivered to the U.S. Depositary with this Letter of Transmittal will be sent to the person(s) signing this Letter of Transmittal, unless otherwise provided in the box entitled “Special Delivery Instructions” on the reverse of this Letter of Transmittal, as soon as practicable after the Initial Completion Date or Final Expiration Date, as applicable, or the termination of the offer. All shares evidenced by certificates delivered to the U.S. Depositary will be deemed to have been tendered unless otherwise indicated.

5. Signatures on Letter of Transmittal; Stock Powers and Endorsements. If this Letter of Transmittal is signed by the registered holder(s) of shares tendered hereby, the signature(s) must correspond with the name(s) as written on the face of the certificates evidencing the tendered shares without alteration, enlargement or any other change whatsoever.

If any tendered shares are held of record by two or more persons, all of those named persons must sign this Letter of Transmittal. If any tendered shares are registered in different names, it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations of those tendered shares.

If this Letter of Transmittal is signed by the registered holder(s) of tendered shares, no endorsements of certificates or separate stock powers are required, unless payment is to be made to, or certificates evidencing shares not tendered or not accepted for payment are to be issued in the name of, a person other than the registered holder(s). If the Letter of Transmittal is signed by a person other than the registered holder(s) of the certificate(s) evidencing shares tendered, the tendered certificate(s) must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name(s) of the registered holder(s) appear(s) on the certificate(s). Signatures on the certificate(s) and stock powers must be guaranteed by an Eligible Institution.

If this Letter of Transmittal is signed by a person other than the registered holder(s) of tendered shares, the certificate(s) evidencing tendered shares must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name(s) of the registered holder(s) appear(s) on such certificate(s). Signatures on such certificate(s) and stock powers must be guaranteed by an Eligible Institution.

If this Letter of Transmittal or any certificate or stock power is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, that person should so indicate when signing, and proper evidence satisfactory to the Purchaser of that person’s authority so to act must be submitted.

6. Stock Transfer Taxes. The amount of any share transfer taxes (whether imposed on the registered holder(s), or such other person, or otherwise) payable on account of the transfer will be deducted from the purchase price of the tendered shares purchased, unless evidence satisfactory to the Purchaser of the payment of the taxes, or that the transfer is not subject to tax, is submitted. The Purchaser will only be liable for share transfer taxes with respect to the sale and transfer of any shares if such taxes are expressly imposed by applicable law on the Purchaser.

Except as provided in this Instruction 6, it will not be necessary for transfer tax stamps to be affixed to the share certificates evidencing shares tendered hereby.

7. Special Payment and Delivery Instructions. If a check for the purchase price of any tendered shares is to be issued in the name of, and/or certificate(s) evidencing shares not tendered or not accepted for payment are to be issued in the name of and/or returned to, a person other than the person(s) signing this Letter of Transmittal or if a check or any such certificate is to be sent to a person other than the signor of this Letter of Transmittal or to the person(s) signing this Letter of Transmittal but at an address other than that shown in the box entitled “Description of Shares Tendered” on the reverse of this Letter of Transmittal, the appropriate boxes on this Letter of Transmittal must be completed.

8. Questions and Requests for Assistance or Additional Copies. Questions and requests for assistance may be directed to the Information Agent at the address or telephone numbers set forth below. Additional copies of the Offer to Purchase, this Letter of Transmittal, the Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9, the Declaration Form (“Declaration of Status for Israeli Income Tax Purposes”), and other documents related to the Offer may be obtained from the Information Agent.

9. Substitute Form W-9, IRS Form W-8. Each holder surrendering certificates for payment is required to provide the U.S. Depositary with a correct Taxpayer Identification Number (“TIN”) on Substitute Form W-9 (provided herein) and certify under penalties of perjury that such number is correct and indicate whether such holder is subject to backup withholding as provided in the certification instructions in the form. Each holder must date and sign the Substitute W-9 in the spaces indicated. Failure to provide the information on the form may subject the holder to federal income tax withholding on the purchase price and to a penalty imposed by the Internal Revenue Service. The box at the end of the Substitute Form W-9 may be signed and dated if the holder has not been issued a TIN and has applied for a number or intends to apply for a number in the near future. If the box is signed and dated, the U.S. Depositary will withhold 28% of all reportable payments that the holder is otherwise entitled to receive until a TIN is provided to the U.S. Depositary. If the holder provides a properly certified TIN within 60 days, the U.S. Depositary will refund the withheld taxes upon the holder’s request. Each holder who is not a U.S. Holder (as defined in Section 5 of the Offer to Purchase) must complete and submit the applicable Form W-8 in order to be exempt from the federal income tax backup withholding due on payments with respect to the shares . The appropriate Form W-8 may be obtained from the Information Agent and the U.S. Depositary. Shareholders that are not U.S. Holders are urged to consult their tax advisor regarding the appropriate IRS Form W-8 in light of their particular circumstances.

10. Declaration Form (“Declaration of Status for Israeli Income Tax Purposes”). Each holder surrendering certificates for payment who is eligible for an exemption from Israeli withholding tax, as described in Section 2 and Section 5 of the Offer to Purchase, is required to complete the Declaration Form included in this letter. See also “Important Tax Information” below and the instructions to the Declaration Form. Each holder must date and sign the Declaration Form in the spaces indicated. Failure to provide the information on the form may subject the holder to Israeli income tax withholding on the purchase price.

11. Additional Offer Period. Promptly following the Initial Completion Date (as defined in the Offer to Purchase), the Purchaser will publicly announce whether or not the conditions to the offer have been satisfied or , subject to applicable law, waived by the Purchaser. As required by Israeli law, if the conditions to the offer have been satisfied or, subject to applicable law, waived by the Purchaser and if, with respect to each share owned by a shareholder: (a) he or she has not yet responded to the offer, (b) he or she has notified the Purchaser of his or her objection to the Offer, or (c) he or she has tendered such share but have withdrawn his or her tender prior to 10:00 a.m., New York time, or 5:00 p.m., Israel time, on the Initial Completion Date, such shareholder will be afforded an additional four calendar-day period, until 10:00 a.m., New York time, or 5:00 p.m., Israel time, on the Final Expiration Date, during which period he or she may tender each such share. See Section 1 of the Offer to Purchase.

IMPORTANT TAX INFORMATION

United States

Under U.S. federal income tax law, a shareholder whose tendered shares are accepted for payment is generally required to provide the U.S. Depositary (as payer) with the shareholder’s correct TIN on Substitute Form W-9. If a shareholder is an individual, the TIN generally is the shareholder’s social security number. If the U.S. Depositary is not provided with the correct TIN, the shareholder may be subject to a penalty imposed by the Internal Revenue Service and payments that are made to the shareholder with respect to shares purchased pursuant to the offer may be subject to backup withholding of 28%. In addition, if a shareholder makes a false statement that results in no imposition of backup withholding, and there was no reasonable basis for making such statement, a penalty may also be imposed by the Internal Revenue Service.

Many shareholders (including, among others, corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. In order for a foreign individual to qualify as an exempt recipient, that individual must submit a statement on the appropriate IRS Form W-8, signed under penalties of perjury, attesting to that individual’s exempt status. Forms of those statements can be obtained from the Information Agent and the U.S. Depositary. See the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” for additional instructions. A tax advisor should be consulted as to that shareholder’s qualification for exemption from backup withholding and the procedure for obtaining such exemption, including the appropriate IRS Form W-8 in light of such shareholder’s circumstances.

If backup withholding applies, the U.S. Depositary is required to withhold 28% of any payments made to the shareholder. Backup withholding is not an additional tax. Rather, the federal income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained if the required information is furnished to the Internal Revenue Service.

Purpose of Substitute Form W-9. To prevent backup withholding on payments that are made to a shareholder with respect to shares purchased in the offer, each shareholder is required to notify the U.S. Depositary of such shareholder’s correct TIN by completing the Substitute Form W-9 certifying that (a) the TIN provided on Substitute Form W-9 is correct (or that such shareholder is awaiting a TIN), and (b)(i) that shareholder has not been notified by the Internal Revenue Service that he, she or it is subject to backup withholding as a result of a failure to report all interest or dividends or (ii) the Internal Revenue Service has notified the shareholder that the shareholder is no longer subject to backup withholding.

What Number to Give the U.S. Depositary. Each shareholder is required to give the U.S. Depositary the TIN (e.g., social security number or employer identification number) of the record holder of tendered shares. If shares are in more than one name or are not in the name of the actual owner, consult the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” for additional guidance on which number to report. If the holder has not been issued a TIN and has applied for a number or intends to apply for a number in the near future, the box at the end of the Substitute W-9 should be signed and dated. If the box at the end of the Substitute W-9 is signed and dated, the U.S. Depositary will withhold 28% of all reportable payments that the holder is otherwise entitled to receive until a TIN is provided to the U.S. Depositary. If the holder provides a properly certified TIN within 60 days, the U.S. Depositary will refund the withheld taxes upon the holder’s request.

Israel

The Purchaser has obtained an approval from the Israeli Tax Authority, or the ITA, with respect to the withholding tax rates applicable to shareholders as a result of the purchase of shares in the Offer. The approval provides, among other things, that: (1) tendering shareholders who acquired their Gilat shares after Gilat’s initial public offering on Nasdaq in 1993 and who certify that they are non-Israeli residents (and, in the case of corporations, that no Israeli residents (x) hold 25.0% or more of the means of control such corporations or (y) are the beneficiaries of, or are entitled to, 25.0% or more of the revenues or profits of such corporations, whether directly or indirectly), will not be subject to Israeli withholding tax, and (2) payments to tendering shareholders who acquired their Gilat shares after Gilat’s initial public offering on Nasdaq in 1993 and who hold their Gilat shares through an Israeli broker or Israeli financial institution will be made by us without any Israeli withholding at source, and the relevant Israeli broker or Israeli financial institution will withhold Israeli tax, if any, as required by Israeli law. The approval does not address shareholders who are not described in clauses (1) and (2) above, and therefore they will be subject to Israeli withholding tax at the applicable rate of the gross proceeds payable to them pursuant to the offer, as prescribed by Israeli tax law. The Israeli withholding tax is not an additional tax. Rather, the Israeli income tax liability of shareholders subject to Israeli withholding will be reduced by the amount of Israeli tax withheld. If Israeli withholding tax results in an overpayment of Israeli taxes, the holder may apply to the ITA in order to obtain a refund. However, the Purchaser cannot assure you whether and when the ITA will grant such refund.

Purpose of Declaration Form. To prevent withholding of Israeli income tax on payments that are made to a shareholder with respect to shares purchased in the Offer, each shareholder is required to notify the U.S. Depositary of such shareholder’s exemption by completing and signing the Declaration Form included in this letter below. The Declaration Form should be completed by holders of Shares, who are either: (i) NOT “residents of Israel” for purposes of the Israeli Income Tax Ordinance [New Version], 5721-1961 (the “Ordinance”), or (ii) a bank, broker or financial institution that are “residents of Israel” within the meaning of that term in Section 1 of the Ordinance, holding Shares solely on behalf of beneficial shareholder(s), and are subject to the provisions of the Ordinance and regulations promulgated thereunder relating to the withholding of Israeli tax, including with respect to the cash payment (if any) made to them with respect to Shares tendered by such beneficial shareholder(s) and accepted for payment by the Purchaser pursuant to the Offer.

The foregoing description of certain tax withholding is only a summary and is qualified by all the terms of, and conditions to, the Offer set forth in the Offer to Purchase. In this respect, you are urged to read Section 2 and Section 5 of the Offer to Purchase.

(Declaration Form Immediately Follows)

DECLARATION OF STATUS FOR ISRAELI INCOME TAX PURPOSES

Do not send this form to the IRS. See separate instructions on the back cover of this form.

Read this form together with the Offer to Purchase and Letter of Transmittal accompanying this form.

PAYER'S NAME: American Stock Transfer & Trust Company, as U.S. Depositary

Who may use this form and why?

Holders of Shares who wish to tender their Shares pursuant to the Offer to Purchase and the related Letter of Transmittal (which, as amended from time to time, together constitute the “Offer”) may use this form if they tender their Shares in the Offer to the U.S. Depositary and they are either:

Non-Israeli Residents: If (i) you are NOT a “resident of Israel” (as defined under Section 1 of the Israeli Income Tax Ordinance [New Version], 5721-1961 (the “ Ordinance ”) (See Instruction II)) for purposes of the Ordinance, or (ii) you are a corporation that is NOT a “resident of Israel”, and Israeli residents are NOT “controlling shareholders” (as defined under Section 68A of the Ordinance (See Instruction III)) of you, nor are Israeli residents the beneficiaries of, or are entitled to, 25.0% or more of your revenues or profits, whether directly or indirectly; then you may be eligible for a full exemption from Israeli withholding tax with respect to the gross proceeds payable to you (if any) pursuant to the Offer. By completing this form in a manner that would substantiate your eligibility for such exemption, you will allow the Purchaser, the U.S. Depositary, your broker or any other withholding agent, or their authorized representatives to exempt you from such Israeli withholding tax; or

A Bank, Broker or Financial Institution Resident in Israel: If you are a bank, broker or financial institution resident in Israel that (1) is holding the Shares solely on behalf of beneficial shareholder(s) (so-called “street name” holders), and (2) is subject to the provisions of the Ordinance and regulations promulgated thereunder relating to the withholding of Israeli tax, including with respect to the cash payment (if any) made by you to your beneficial shareholder(s) with respect to Shares tendered by them and accepted for payment by the Purchaser pursuant to the Offer (an “Eligible Israeli Broker ”), you may be eligible for a full exemption from Israeli withholding tax with respect to the cash payment transmitted to you. By completing this form in a manner that would substantiate your eligibility for such exemption, you will allow the Purchaser, the U.S. Depositary, your broker or withholding agent, or their authorized representatives, to exempt you from such Israeli withholding tax. Consequently, even though the U.S. Depositary will not deduct any Israeli withholding tax from you, pursuant to the provisions of the Ordinance and regulations promulgated thereunder, to which you are subject, you may be required to withhold Israeli tax, as applicable, from the cash payment (if any) made by you to your beneficial shareholder(s). NOTE: AN ELIGIBLE ISRAELI BROKER MAY COMPLETE THIS FORM IF IT IS HOLDING THE SHARES SOLELY ON BEHALF OF HIS CLIENTS, THE BENEFICIAL SHAREHOLDERS.

THIS FORM IS NOT INTENDED FOR YOUR USE IF YOU ARE A “RESIDENT OF ISRAEL” (OTHER THAN A BANK, BROKER OR FINANCIAL INSTITUTION RESIDENT IN ISRAEL).

PLEASE NOTE THAT IF YOU PROVIDE A DECLARATION FORM, YOU ALSO CONSENT TO THE PROVISION OF YOUR DECLARATION FORM TO THE PURCHASER AND/OR THE U.S. DEPOSITARY AND TO THE ISRAELI TAX AUTHORITY (THE “ITA”), IN CASE THE ITA SO REQUESTS, FOR PURPOSES OF AUDIT OR OTHERWISE.

To whom should you deliver this form?

If you wish to submit this form and (1) you hold your Shares directly, i.e., you are a registered holder, complete and sign this form and mail or deliver it to the U.S. Depositary (together with the Letter of Transmittal by which you tender your Shares) at one of its addresses set forth below, or (2) you hold your Shares through a broker, dealer, commercial bank, financial institution, trust company or other nominee (a “Broker”), complete and sign this form and mail or deliver it (together with the instruction letter by which you tender your Shares) to such Broker.

Until when should I deliver this form?

As described above, this form should be delivered together with the Letter of Transmittal or instruction letter by which you tender your Shares prior to 10:00 a.m., New York time, or 5:00 p.m., Israel time, on the on the Initial Completion Date or Final Expiration Date (as defined in Section 1 of the Offer to Purchase), as applicable.

You are urged to consult your own tax advisors to determine the particular tax consequences to you should you tender your Shares in the Offer, including, without limitation, the effect of any state, local or foreign income and any other tax laws and whether or not you should use this form.

PART I	Identification and details of Shareholder (including Eligible Israeli Brokers) (see instructions)
1. Name:		2. Type of Shareholder (more than one box may be applicable):
(please print full name)		¨ Corporation (or Limited Liability Company) ¨ Individual ¨ Trust ¨ Partnership ¨ Other: _________________	¨ Bank ¨ Broker ¨ Financial Institution
3. For individuals only:		4. For all other Shareholders:
Date of birth: ______/_____/______ month / day / year		Country of incorporation or organization:
Country of residence:		Registration number of corporation (if applicable):
Countries of citizenship (name all citizenships):
Taxpayer Identification or Social Security No. (if applicable):		Country of residence:
5. Permanent Address (state, city, zip or postal code, street, house number, apartment number):
6. Mailing Address (if different from above):		7. Contact Details: Name:______________ Capacity:_______________ Telephone Number (country code, area code and number): _______________________________________________
8. I hold the Shares of ____________ (mark X in the appropriate place): ¨ directly, as a Registered Holder ¨ through a Broker. If you marked this box, please state the name of your Broker: _________________
9. ¨ I am the beneficial owner (directly or indirectly) of less than 5% of the outstanding Shares.

PART II	Declaration by Non-Israeli Residents (see instructions) „ Eligible Israeli Brokers should not complete this Part II
A. To be completed only by Individuals. I hereby declare that: (if the statement is correct, mark X in the following box)
A.1 ¨ I am NOT a “resident of Israel”, which means, among other things, that: · The State of Israel is not my permanent place of residence, · The State of Israel is neither my place of residence nor that of my family, · My ordinary or permanent place of activity is NOT in the State of Israel and I do NOT have a permanent establishment in the State of Israel, · I do NOT engage in an occupation in the State of Israel, · I do NOT own a business or part of a business in the State of Israel, · I am NOT insured by the Israeli National Insurance Institution, · I was NOT present (nor am I planning to be present) in Israel for 183 days or more during this tax year, · I was NOT present (nor am I planning to be present) in Israel for 30 days or more during this tax year, and the total period of my presence in Israel during this tax year and the two previous tax years is less than 425 days in total; A.2 ¨I acquired the Shares on or after the initial public offering of Gilat Satellite Networks Ltd. on NASDAQ Stock Market in 1993. A.3 ¨ I am the beneficial owner (directly or indirectly) of less than 5% of the outstanding Shares.
B. To be completed by Corporations (except Partnerships and Trusts). I hereby declare that: (if correct, mark X in the following box)
B.1 ¨ The corporation is NOT a “resident of Israel”, which means, among other things, that: · The corporation is NOT registered with the Registrar of Companies in Israel, · The corporation is NOT registered with the Registrar of "Amutot" (non-profit organizations) in Israel, · The control of the corporation is NOT located in Israel, · The management of the corporation is NOT located in Israel, · The corporation does NOT have a permanent establishment in Israel, and · No Israeli resident holds, directly or indirectly via shares or through a trust or in any other manner or with another who is an Israeli resident, 25.0% or more of any “means of control” in the corporation as specified below: o The right to participate in profits; o The right to appoint a director; o The right to vote; o The right to share in the assets of the corporation at the time of its liquidation; and o The right to direct the manner of exercising one of the rights specified above; B.2 ¨ The corporation acquired the Shares on or after the initial public offering of Gilat Satellite Networks Ltd. on NASDAQ Stock Market in 1993. B.3 ¨ The corporation is the beneficial owner (directly or indirectly) of less than 5% of the outstanding Shares.
C. To be completed by Partnerships. I hereby declare that: (if correct, mark X in the following box)
C.1 ¨ The partnership is NOT an Israeli resident which means, among other things, that: · The partnership is NOT registered with the Registrar of Partnerships in Israel, · The control of the partnership is NOT located in Israel, · The management of the partnership is NOT located in Israel, · The partnership does NOT have a permanent establishment in Israel, · NO Israeli resident holds, directly or indirectly via shares or through a trust or in any other manner or with another who is an Israeli resident, 25.0% or more of any right in the partnership or, of the right to direct the manner of exercising any of the rights in the partnership, and · NO partner in the partnership is an Israeli resident; C.2 ¨ The partnership acquired the Shares on or after the initial public offering of Gilat Satellite Networks Ltd. on NASDAQ Stock Market in 1993. C.3 ¨ The partnership is the beneficial owner (directly or indirectly) of less than 5% of the outstanding Shares.
D. To be completed by Trusts. I hereby declare that: (if correct, mark X in the following box)
D.1 ¨ The trust is NOT an Israeli resident, and: · All settlors of the trust are NOT Israeli residents, · All beneficiaries of the trust are NOT Israeli residents, and D.2 ¨ The trust acquired the Shares on or after the initial public offering of Gilat Satellite Networks Ltd. on NASDAQ Stock Market in 1993.

PART III		Declaration by Israeli Bank, Broker or Financial Institution (see instructions) „Non-Israeli Residents should not complete this Part III
I hereby declare that: (if correct, mark X in the following box) ¨ I am a bank, broker or financial institution that is a “resident of Israel” within the meaning of that term in Section 1 of the Ordinance (See Instruction II), I am holding the Shares solely on behalf of beneficial shareholder(s) and I am subject to the provisions of the Ordinance and the regulations promulgated thereunder relating to the withholding of Israeli tax, including with respect to the cash payment (if any) made by me to such beneficial shareholder(s) with respect to Shares in connection with the company liquidation.
PART IV		Certification. By signing this form, I also declare that:
· I understood this form and completed it correctly and pursuant to the instructions. · I provided accurate, full and complete details in this form. · I am aware that providing false details constitutes criminal offense. · I am aware that this form may be provided to the Israeli Tax Authority, in case the Israeli Tax Authority so requests, for purposes of audit or otherwise.

SIGN HERE „	_____________________________________	_____________________________________	_____________________________________
	Signature of Shareholder (or individual authorized to sign on your behalf)	Date	Capacity in which acting

INSTRUCTIONS

Forming Part of the Declaration of Status for Israeli Income Tax Purposes

I. General Instructions. This Declaration Form (Declaration of Status for Israeli Income Tax Purposes), or this Form, should be completed by holders of Shares who wish to tender their Shares pursuant to the Offer, and who are either: (i) NOT “residents of Israel” for purposes of the Ordinance (See Instruction II below), and if the holder of Shares is a corporation then Israeli residents are NOT “controlling shareholders” of such corporation within the meaning of Section 68A of the Ordinance (See Instruction III below), and Israeli residents are NOT the beneficiaries of, or are entitled to, 25.0% or more of the revenues or profits of such corporation, whether directly or indirectly, or (ii) a bank, broker or financial institution that are “residents of Israel” within the meaning of that term in Section 1 of the Ordinance, holding Shares solely on behalf of beneficial shareholder(s), and are subject to the provisions of the Ordinance and the regulations promulgated thereunder relating to the withholding of Israeli tax, including with respect to the cash payment (if any) made by them to such beneficial shareholder(s) with respect to Shares tendered by them and accepted for payment by the Purchaser pursuant to the Offer. Israeli residents who are NOT Eligible Israeli Brokers should not use this Form.

Part I (Identification and details of Shareholder). You should complete Item 1, 2 and 5 through 8 and either (i) Item 3, if you are an individual, or (ii) Item 4, if you are a corporation (or limited liability company), trust, partnership or other entity.

Part II (Declaration by Non-Israeli Shareholder). If you are NOT an Israeli resident, you should complete either Section A (for Individuals), Section B (for Corporations), Section C (for Partnerships) or Section D (for Trusts). If you do not mark a box you will be deemed to answer that the corresponding item is not correct with respect to you.

Part III (Declaration by Israeli Bank, Broker or Financial Institution). If you are an Eligible Israeli Broker, you should complete this Item.

Part IV (Certification). By signing this Form, you also make the statements in Part IV.

Inadequate Space. If the space provided on this Form is inadequate, you should insert such details on a separate signed schedule and attached to this Form.

Determination of Validity. All questions as to the validity, form or eligibility (including time of receipt) of this Form will be, subject to applicable law, determined by the Purchaser, in its sole discretion. None of the Purchaser, the U.S. Depositary, the Information Agent or any other person will be under any duty to give notification of any defects or irregularities in any Form or incur any liability for failure to give any such notification. For more details, see Section 5 of the Offer to Purchase.

Questions and Requests for Assistance or Additional Copies. Questions and requests for assistance may be directed to the Information Agent at the address or telephone numbers set forth on the back cover. Additional copies of this Form may be obtained from the Information Agent.

The method of delivery of this Form is at your option and risk, and the delivery will be deemed made only when actually received by your Broker or the U.S. Depositary. If delivery is by mail, registered mail with return receipt requested, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery. No alternative, conditional or contingent Forms will be accepted.

II. Definition of Resident of Israel for Israeli Tax Purposes

Section 1 of the Ordinance defines a “resident of Israel” or a “resident” as follows:

“(A) with respect to an individual - a person whose center of vital interests is in Israel; for this purpose the following provisions will apply:

(1) in order to determine the center of vital interests of an individual, account will be taken of the individual’s family, economic and social connections, including, among others:

(a) place of permanent home;

(b) place of residential dwelling of the individual and the individual's immediate family;

(d) place of the individual's active and substantial economic interests;

(e) place of the individual's activities in organizations, associations and other institutions;

(2) the center of vital interests of an individual will be presumed to be in Israel:

(a) if the individual was present in Israel for 183 days or more in the tax year;

(b) if the individual was present in Israel for 30 days or more in the tax year, and the total period of the individual’s presence in Israel that tax year and the two previous tax years is 425 days or more.

For the purposes of this provision, “day” includes a part of a day.

(3) the presumption in subparagraph (2) may be rebutted either by the individual or by the assessing officer;

(4) …;

(B)

with respect to a body of persons - a body of persons which meets one of the following:

(1) it was incorporated in Israel;

(2) the "control and management" of its business is exercised in Israel."

III. Definition of Controlling Shareholder for Purposes of Section 68A of the Ordinance

Section 68A of the Ordinance defines “controlling shareholders” as follows:

“Controlling shareholders” – shareholders that hold, directly or indirectly, alone, or together with another, or together with another Israeli resident, one or more of the means of control at a rate exceeding 25.0%.”

Section 88 of the Ordinance defines the terms “means of control” and “together with another” as follows:

“Means of control” – in a corporation – each of the following:

(1) the right to profits;

(2) the right to appoint a director or a chief executive officer in the company, or equivalent position holders in another corporation;

(3) a voting right in the general meeting of a company, or in an equivalent body in another corporation;

(4) the right to a portion of the remainder of the assets after settlement of liabilities, upon wind-up;

(5) the right to instruct anyone holding the rights listed in clauses (1) to (4) on the manner in which his right shall be executed;

and all, whether by virtue of shares, rights to shares or other rights, or in any other manner, including by way of voting agreements or through a trust.”

“Together with another” – together with a relative, and together with he who is not a relative and they have between them cooperation on a permanent basis under an agreement regarding material issues of a corporation, directly or indirectly;"

This Letter of Transmittal and certificates and any other required documents should be sent or delivered by each shareholder or that shareholder’s broker, dealer, commercial bank, trust company or other nominee to the U.S. Depositary at one of its addresses set forth below.

The U.S. Depositary for the Offer is:

Mail or deliver this Letter of Transmittal, or a facsimile, together with the certificate(s) representing your shares, to:

If delivering by mail:

American Stock Transfer & Trust Company, LLC

Operations Center

Attn: Reorganization Department

P.O. Box 2042

New York, New York 10272-2042

If delivering by hand or courier:

American Stock Transfer & Trust Company, LLC

Operations Center

Attn: Reorganization Department

6201 15th Avenue

Brooklyn, New York 11219

For assistance call (877) 248-6417 or (718) 921-8317

___________________

Questions or requests for assistance may be directed to the Information Agent at its respective address and telephone numbers listed below. Additional copies of the Offer to Purchase and this Letter of Transmittal may be obtained from the Information Agent. A shareholder may also contact brokers, dealers, commercial banks or trust companies for assistance concerning the Offer.

The Information Agent for the Offer is:

D.F. King & Co., Inc.

48 Wall Street

New York, NY 10005

For assistance call D.F. King at 866-406-2288 (toll free) or 212-493-3910 (banks and brokers)

Exhibit (a)(1)(C)

Offer to Purchase for Cash

5,166,348 Ordinary Shares

GILAT SATELLITE NETWORKS LTD.

$4.95 NET PER SHARE

FIMI OPPORTUNITY IV, L.P.

FIMI ISRAEL OPPORTUNITY IV, LIMITED PARTNERSHIP

FIMI OPPORTUNITY V, L.P.

FIMI ISRAEL OPPORTUNITY FIVE, LIMITED PARTNERSHIP

THE INITIAL OFFER PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 10:00 A.M.,

NEW YORK TIME, AND 5:00 P.M., ISRAEL TIME, ON NOVEMBER 25, 2014 UNLESS THE OFFER IS EXTENDED.

October 24, 2014

To Brokers, Dealers, Commercial Banks,

Trust Companies and Other Nominees:

We have been appointed by FIMI Israel Opportunity Fund IV, Limited Partnership, FIMI Opportunity IV Fund, L.P., FIMI Israel Opportunity Five, Limited Partnership and FIMI Opportunity V, L.P. (collectively, the “Purchaser”), to act as Information Agent in connection with the Purchaser’s offer to purchase 5,166,348 ordinary shares, par value NIS 0.20 per share (the “Shares”) of Gilat Satellite Networks Ltd. (“Gilat”), at a price of $4.95 per Share, net to the seller in cash, less any required withholding taxes and without interest, upon the terms of, and subject to the conditions to, the Offer to Purchase, dated as of the date hereof (the “Offer to Purchase”) and the related Letter of Transmittal (which, as amended from time to time, together constitute the “Offer”) enclosed herewith. The description of the Offer in this letter is only a summary and is qualified by all the terms of, and conditions to, the Offer set forth in the Offer to Purchase and Letter of Transmittal.

Please furnish copies of the enclosed materials to those of your clients for whose accounts you hold shares registered in your name or in the name of your nominee.

We urge you to contact your clients as promptly as possible. Please note that the initial period of the Offer and withdrawal rights expires at 10:00 a.m., New York time, and 5:00 p.m., Israel time on November 25, 2014 (the “Initial Completion Date”), unless the Offer is extended.

Your attention is directed to the following:

1. The offer price is $4.95 per Share, net to the seller in cash, less any applicable withholding taxes and without interest.

2. The Purchaser has obtained an approval from the Israeli Tax Authority (the “ITA”) with respect to the Israeli withholding tax rates applicable to shareholders as a result of the purchase of the Shares pursuant to the Offer. The approval provides, among other things, that: (1) tendering shareholders who acquired their Gilat shares after Gilat’s initial public offering on Nasdaq Global Select Market (“Nasdaq”) in 1993 and who certify that they are non-Israeli residents (and, in the case of corporations, that no Israeli residents (x) hold 25.0% or more of the means of control such corporations or (y) are the beneficiaries of, or are entitled to, 25.0% or more of the revenues or profits of such corporations, whether directly or indirectly), will not be subject to Israeli withholding tax; and (2) payments to tendering shareholders who acquired their Gilat shares after Gilat’s initial public offering on the Nasdaq in 1993 and who hold their Gilat shares through an Israeli broker or Israeli financial institution will be made by the Purchaser without any Israeli withholding at source, and the relevant Israeli broker or Israeli financial institution will withhold Israeli tax, if any, as required by Israeli law. The approval does not address shareholders who are not described in clauses (1) and (2) above, and therefore they will be subject to Israeli withholding tax as required by Israeli law at the applicable rate of the gross proceeds payable to them pursuant to the Offer. Accordingly, if your client determines to tender his or her Shares in the Offer, you should also request instructions as to whether he or she is eligible for (i) an exemption from Israeli withholding tax by completing the enclosed Declaration Form (“Declaration of Status for Israeli Income Tax Purposes”) or (ii) otherwise eligible for an exemption or a more favorable Israeli withholding tax rate.

In general, if your client(s) certifies, by completing the Declaration Form, that it is (1) NOT a “resident of Israel” for purposes of the Israeli Income Tax Ordinance [New Version], 5721-1961 (the “Ordinance”), or (2) a bank, broker or financial institution resident in Israel that (A) is holding the Shares solely on behalf of its beneficial shareholder(s) (so-called “street name” holders), and (B) is subject to the provisions of the Ordinance and regulations promulgated thereunder relating to the withholding of Israeli tax, including with respect to the cash payment (if any) made by it to its beneficial shareholder(s) with respect to Shares tendered by them and accepted for payment by the Purchaser pursuant to the Offer (an “Eligible Israeli Broker”), your client is eligible for an exemption from Israeli withholding tax. See Section 2 and Section 5 of the Offer to Purchase.

With respect to U.S. backup withholding taxes, see Section 5 of the Offer to Purchase.

The Purchaser, with the assistance of the U.S. Depositary and the Depository Trust Company (“DTC”), has established a procedure whereby, if (and only as long as you may tender the Shares on behalf of your clients pursuant to the Offer) you tender Shares in the Offer through DTC, you will be able to classify, electronically, the Shares into the following categories: (1) Shares that are tendered on behalf of your clients who certified to you, by completing the Declaration Form, that they are eligible for an exemption from Israeli withholding tax (“Category One Shares”), and (2) Shares that are tendered on behalf of your clients who are not eligible for such exemption.

By so classifying, through such DTC system, you will be deemed to certify to the U.S. Depositary and to the Purchaser that based on a careful review of the Declaration Forms received by you, the Shares that you classified as Category One Shares, are held by non-Israeli residents and/or Eligible Israeli Broker(s). You are reminded that the ITA may have the right to audit the Declaration Forms, and if you refuse, Israeli withholding tax may be imposed. If you fail to meet the deadlines for tendering shares in the offer, make untimely classifications or make incorrect classifications, you will be required to claim any withholding tax directly from the ITA. NOTE: A CLIENT OF YOURS THAT IS AN ELIGIBLE ISRAELI BROKER MAY COMPLETE THE DECLARATION FORM IF IT IS HOLDING THE SHARES SOLELY ON BEHALF OF ITS CLIENTS, THE BENEFICIAL SHAREHOLDERS.

3. The Offer is being made for 5,166,348 Shares or approximately 12.1% of the Shares outstanding as of September 30, 2014.

4. Shareholders may tender their Shares or deliver Notices of Objection until 10:00 a.m., New York time, and 5:00 p.m., Israel time, on the Initial Completion Date (unless the Offer is extended by the Purchaser). The period from the commencement of the Offer until the Initial Completion Date (as may be extended by the Purchaser) is referred to as the Initial Offer Period.

5. Promptly following the Initial Completion Date, the Purchaser will publicly announce whether or not the conditions to the Offer have been satisfied or, subject to applicable law, waived by the Purchaser. As required by Israeli law, if the conditions to the Offer are satisfied or, subject to applicable law, waived by the Purchaser and if, with respect to each Share held by a shareholder:

(i) such shareholder has not yet responded to the Offer,

(ii) such shareholder has notified the Purchaser (through you) of his or her objection to the Offer, or

(iii) such shareholder has tendered such Share (through you) but has withdrawn (through you) such tender prior to the Initial Completion Date,

such shareholder will be afforded an additional four calendar-day period following the Initial Completion Date, during which he or she may tender such Share. This additional period is referred to as the Additional Offer Period. These dates will change if the Purchaser decides to extend the Initial Offer Period. Shareholders may withdraw any previously tendered Shares at any time prior to the completion of the Initial Offer Period, but not during the Additional Offer Period. See “Introduction,” Section 1, Section 3 and Section 4 of the Offer to Purchase.

If, with respect to all or any portion of his or her Shares, a shareholder objects to the Offer during the Initial Offer Period and the conditions to the Offer have been satisfied or, subject to applicable law, waived by the Purchaser, such shareholder may tender such Shares during the Additional Offer Period.

6. Conditions to the Offer include, among other things, that:

(i) prior to 10:00 a.m., New York time, or 5:00 p.m., Israel time, on the Initial Completion Date, there shall have been validly tendered and not properly withdrawn Shares representing 5.0% of the issued and outstanding shares and voting power of Gilat on the Initial Completion Date (currently, 2,130,095 Shares);

(ii) as required by Israeli law, at 10:00 a.m., New York time, and 5:00 p.m., Israel time, on the Initial Completion Date, the aggregate number of Shares validly tendered and not properly withdrawn (excluding the Gilat shares held by us) must be greater than the number of Shares represented by Notices of Objection to the Offer; and

(iii) the approval of the Israeli Antitrust Authority to the purchase by the Purchaser of Gilat shares pursuant to the Offer.

The Offer is not conditioned on the availability of financing or the approval of the board of directors of Gilat. Please see Section 11 of the Offer to Purchase, which sets forth in full the conditions to the Offer and specifies those conditions to the Offer that are waiveable by the Purchaser.

7. If more than 5,166,348 Shares are validly tendered and not properly withdrawn prior to the expiration of the Additional Offer Period (the “Final Expiration Date”), the Purchaser will purchase 5,166,348 Shares on a pro rata basis from all tendering shareholders. In these circumstances, the number of Shares that the Purchaser will purchase from each tendering shareholder will be based on the total number of Shares validly tendered and not properly withdrawn by all shareholders prior to the Final Expiration Date.

8. Promptly following the Final Expiration Date, the Purchaser will announce the results of the Offer and the proration factor, if any. If the Purchaser is unable to promptly determine the final proration results, the Purchaser will announce the preliminary results. Shares accepted for payment pursuant to the Offer will be paid promptly following the calculation of the final proration factor.

Explanation of Notice of Objection. Under Israeli law, the shareholders of Gilat may respond to the Offer by accepting the Offer and tendering all or any portion of their Shares in accordance with the Offer to Purchase or by notifying the Purchaser of their objection to the Offer by executing and delivering Notices of Objection. Alternatively, they may simply not respond to the Offer and not tender their Shares. It is a condition to the Offer that, at 10:00 a.m., New York time, and 5:00 p.m., Israel time, on the Initial Completion Date, the aggregate number of Shares tendered in the Offer is greater than the number of shares represented by Notices of Objection. If this and the other conditions to the Offer have been satisfied or, subject to applicable law, waived by the Purchaser, shareholders will be afforded an additional four calendar days to tender their Shares in the Offer, but Notices of Objection will no longer be accepted. See Section 3 of the Offer to Purchase.

IMPORTANT: IF A SHAREHOLDER SUBMITS A NOTICE OF OBJECTION WITH RESPECT TO HIS OR HER SHARES AND THEREAFTER, DELIVERS TO YOU A LETTER OF TRANSMITTAL BY WHICH HE OR SHE TENDERS THOSE SHARES, PLEASE DISREGARD THE NOTICE OF OBJECTION. SIMILARLY, IF A SHAREHOLDER SUBMITS TO YOU A LETTER OF TRANSMITTAL BY WHICH HE OR SHE TENDERS HIS OR HER SHARES AND THEREAFTER, HE OR SHE DELIVERS TO YOU A NOTICE OF OBJECTION WITH RESPECT TO THOSE SHARES, PLEASE DISREGARD THE LETTER OF TRANSMITTAL. IF A SHAREHOLDER SUBMITS A LETTER OF TRANSMITTAL AND A NOTICE OF OBJECTION CONCURRENTLY WITH RESPECT TO THE SAME SHARES, PLEASE DISREGARD THE NOTICE OF OBJECTION.

For your information and for forwarding to your clients for whom you hold Shares registered in your name or in the name of your nominee, we are enclosing the following documents:

1. Offer to Purchase;

2. Letter of Transmittal for your use in accepting the Offer and tendering Shares and for the information of your clients;

3. A letter which may be sent to your clients for whose accounts you hold Shares registered in your name or in the name of your nominee, with space provided for obtaining the clients’ instructions with regard to the Offer;

4. Notice of Objection for your use in objecting to the Offer on behalf of your clients;

5. Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9;

6. Declaration Form (“Declaration of Status of Israeli Income Tax Purposes”); and

7. Return envelope addressed to American Stock Transfer & Trust Company, as U.S. Depositary.

In all cases, payment for shares accepted for payment pursuant to the Offer will be made only after timely receipt by the U.S. Depositary of (1) certificates evidencing the Shares (or a confirmation of a book-entry transfer of the shares into the U.S. Depositary’s account at the DTC), (2) the Letter of Transmittal properly completed and duly executed with any required signature guarantees or, in the case of a book-entry transfer, an agent’s message (as described in the Offer to Purchase) and (3) any other required documents. Tender of shares through guaranteed delivery procedures is not allowed.

The Purchaser will not pay any fees or commissions to any broker, dealer or other person in connection with the solicitation of tenders of shares pursuant to the Offer (other than to the U.S. and Israeli Depositaries, Information Agent and its Israeli counsel). However, the Purchaser will, upon request, reimburse you for customary and reasonable mailing and handling expenses incurred by you in forwarding any of the enclosed materials to your clients. The Purchaser will NOT pay or cause to be paid any stock transfer taxes payable with respect to the transfer of shares to it, except as otherwise provided in Instruction 6 of the Letter of Transmittal.

Any inquiries you may have with respect to the Offer should be addressed to the undersigned at our address and telephone numbers set forth on the back cover page of the Offer to Purchase.

Additional copies of the enclosed material may be obtained from us, at the address and telephone number set forth on the back cover page of the Offer to Purchase.

Very truly yours,

ENCLOSURES.

NOTHING CONTAINED IN THIS LETTER OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER PERSON AS THE AGENT OF THE PURCHASER, THE INFORMATION AGENT OR THE U.S. DEPOSITARY, OR OF ANY AFFILIATE OF ANY OF THEM, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR TO MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE ENCLOSED DOCUMENTS AND THE STATEMENTS CONTAINED THEREIN.

Exhibit (a)(1)(D)

Offer to Purchase for Cash

5,166,348 Ordinary Shares

GILAT SATELLITE NETWORKS LTD.

$4.95NET PER SHARE

FIMI OPPORTUNITY IV, L.P.

FIMI ISRAEL OPPORTUNITY IV, LIMITED PARTNERSHIP

FIMI OPPORTUNITY V, L.P.

FIMI ISRAEL OPPORTUNITY FIVE, LIMITED PARTNERSHIP

THE INITIAL OFFER PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 10:00 A.M.,

NEW YORK TIME, AND 5:00 P.M., ISRAEL TIME, ON NOVEMBER 25, 2014, UNLESS THE OFFER IS EXTENDED.

October 24, 2014

To Our Clients:

Enclosed for your consideration are the Offer to Purchase, dated as of the date hereof, and the related Letter of Transmittal, which as amended from time to time, together constitute the Offer, in connection with the tender offer of FIMI Israel Opportunity Fund IV, Limited Partnership, FIMI Opportunity IV Fund, L.P., FIMI Israel Opportunity Five, Limited Partnership and FIMI Opportunity V, L.P. (collectively, the “Purchaser”), to purchase 5,166,348 ordinary shares, par value NIS 0.20 per share (the “Shares”) of Gilat Satellite Networks Ltd. (“Gilat”), at a price of $4.95 per Share, net to the seller in cash, less any applicable withholding taxes, and without interest, upon the terms of, and subject to the conditions to, the Offer. The description of the Offer in this letter is only a summary and is qualified by all the terms of, and conditions to, the Offer set forth in the Offer to Purchase and Letter of Transmittal.

We are (or our nominee is) the holder of record of Shares held by us for your account. A tender of your Shares or an objection to the completion of the Offer can be made only by us as the holder of record of the Shares and only pursuant to your instructions. The enclosed Letter of Transmittal is furnished to you for your information only and cannot be used by you to tender Shares held by us for your account.

Please instruct us as to whether you wish us to either (1) tender on your behalf any or all of the Shares held by us for your account, upon the terms of, and subject to the conditions to, the Offer or (2) notify the Purchaser of your objection to the Offer with respect to any or all of the Shares held by us for your account.

If you determine to tender your Shares in the Offer, we also request instructions as to whether you are eligible for an exemption from Israeli withholding tax by completing the enclosed Declaration Form (“Declaration of Status for Israeli Income Tax Purposes”). In this respect, as more fully described in the Offer to Purchase, pursuant to Israeli tax law, the Purchaser will withhold applicable amounts from the cash payment (if any) made to you with respect to Shares tendered by you and accepted for payment by the Purchaser pursuant to the Offer, unless you are either (1) eligible for a full exemption from such tax and complete and submit to us the Declaration Form together with your tender instructions, or (2) otherwise eligible for an exemption or a more favorable Israeli withholding tax rate. We are (or our nominee is) the holder of record of Shares held by us for your account and therefore, you may submit the Declaration Form only to us. You are urged to consult your tax advisors regarding the application of Israeli income and withholding taxes (including eligibility for any withholding tax reduction or exemption, and the refund procedure). See Section 5 of the Offer to Purchase, which also sets forth important information with respect to U.S. backup withholding taxes.

Your attention is directed to the following:

1. The offer price is $4.95 per Share, net to you in cash, less any applicable withholding taxes and without interest.

2. The Offer is being made for 5,166,348 Shares.

3. Shareholders may tender their Shares or deliver Notices of Objection until 10:00 a.m., New York time, and 5:00 p.m., Israel time, on November 25, 2014 (the “Initial Completion Date”), unless the Offer is extended. The period from the commencement of the Offer until the Initial Completion Date (as may be extended by the Purchaser) is referred to as the Initial Offer Period.

4. Promptly following the Initial Completion Date, the Purchaser will publicly announce whether or not the conditions to the Offer have been satisfied or, subject to applicable law, waived by the Purchaser. As required by Israeli law, if the conditions to the Offer are satisfied or, subject to applicable law, waived by the Purchaser, then if with respect to each Share held by us for your account:

we have not yet responded to the Offer;

we have notified the Purchaser of your objection to the Offer, or

we have tendered such Share on your behalf but have withdrawn such tender prior to the Initial Completion Date,

you will be afforded an additional four calendar-day period following the Initial Completion Date, during which you may instruct us to tender such Share on your behalf. This additional period is referred to as the Additional Offer Period. These dates will change if the Purchaser decides to extend the Initial Offer Period. You may withdraw any previously tendered Shares at any time prior to the completion of the Initial Offer Period, but not during the Additional Offer Period. See “Introduction,” Section 1, Section 3 and Section 4 of the Offer to Purchase.

If, with respect to all or any portion of your Shares, we object on your behalf to the Offer during the Initial Offer Period and the conditions to the Offer have been satisfied or, subject to applicable law, waived by the Purchaser, you may instruct us to tender such Shares on your behalf during the Additional Offer Period.

5. Conditions to the Offer include, among other things, that:

prior to 10:00 a.m., New York time, or 5:00 p.m., Israel time, on the Initial Completion Date, there shall have been validly tendered and not properly withdrawn Shares representing 5.0% of the issued and outstanding shares and voting power of Gilat on the Initial Completion Date (currently, 2,130,095 Shares);

as required by Israeli law, at 10:00 a.m., New York time, and 5:00 p.m., Israel time, on the Initial Completion Date, the aggregate number of Shares validly tendered and not properly withdrawn must be greater than the number of Shares represented by Notices of Objection to the Offer; and

The approval of the Israeli Antitrust Authority to the purchase by the Purchaser of Gilat shares pursuant to the Offer.

6. If more than 5,166,348 Shares are validly tendered and not properly withdrawn prior to the expiration of the Additional Offer Period (the “Final Expiration Date”), the Purchaser will purchase 5,166,348 Shares on a pro rata basis from all tendering shareholders. In these circumstances, the number of Shares that the Purchaser will purchase from each tendering shareholder will be based on the total number of Shares validly tendered and not properly withdrawn by all shareholders prior to the Final Expiration Date. You should consult with your broker or other financial or tax advisors on the possibility of designating the priority in which your Shares will be purchased in the event of proration.

7. Promptly following the Final Expiration Date, the Purchaser will announce the results of the Offer and the proration factor, if any. If the Purchaser is unable to promptly determine the final proration results, the Purchaser will announce the preliminary results. Shares accepted for payment pursuant to the Offer will be paid promptly following the calculation of the final proration factor.

8. Tendering shareholders will generally not be obligated to pay brokerage fees, service fees or commissions with respect to the purchase of Shares by the Purchaser in the Offer. Except as otherwise provided in Instruction 6 to the Letter of Transmittal, share transfer taxes will not be paid by the Purchaser.

If you wish to have us tender any or all of your Shares held by us for your account, please (1) so instruct us by completing, executing and returning to us the instruction form contained in this letter and (2) if applicable to you, complete, execute and return to us the Declaration Form enclosed with this letter.

Alternatively, if you wish to notify the Purchaser of your objection to the Offer, please so instruct us by completing, executing and returning to us the objection instruction form contained in this letter by no later than 10:00 a.m., New York time, on the Initial Completion Date. IF YOU DO NOT WISH TO TENDER ANY SHARES OR OBJECT TO THE OFFER, YOU MAY SIMPLY DO NOTHING.

An envelope in which to return your instructions to us is enclosed. If you authorize the tender of your Shares in the Offer, all of your Shares will be tendered unless otherwise specified in your instructions. Your tender instructions (and Declaration Form, if applicable) should be forwarded to us in ample time to permit us to submit a tender on your behalf and, if you completed the Declaration Form, request an exemption from Israeli withholding tax on your behalf, prior to the Initial Completion Date or the Final Expiration Date, as applicable.

If you authorize the objection of your Shares to the Offer, we will object to the Offer with respect to all of your Shares unless otherwise specified in your instructions. Your objection instructions should be forwarded to us in ample time to permit us to submit an objection on your behalf prior to the Initial Completion Date.

The Offer is made solely by the Offer to Purchase and the related Letter of Transmittal and is being made to all of Gilat’s shareholders. The Purchaser is not aware of any jurisdiction where the making of the Offer is prohibited by administrative or judicial action pursuant to any valid state statute. If the Purchaser becomes aware of any valid state statute prohibiting the making of the Offer or the acceptance of Shares pursuant to the Offer, the Purchaser will make a good faith effort to comply with that state statute. If, after its good faith effort, the Purchaser cannot comply with that state statute, subject to applicable law, the Offer will not be made to (nor will tenders be accepted from or on behalf of) holders of Shares in that state. In any jurisdiction where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer, the Purchaser will endeavor to make arrangements to have the Offer made on its behalf by one or more registered brokers or dealers licensed under the laws of such jurisdiction.

IMPORTANT: IF YOU SUBMIT A TENDER INSTRUCTION LETTER BY WHICH YOU TENDER SHARES AND THEREAFTER, YOU DELIVER TO US AN OBJECTION INSTRUCTION LETTER WITH RESPECT TO THOSE SHARES, WE WILL DISREGARD YOUR TENDER INSTRUCTION LETTER. SIMILARLY, IF YOU SUBMIT TO US AN OBJECTION INSTRUCTION LETTER WITH RESPECT TO SHARES AND THEREAFTER, YOU DELIVER TO US A TENDER INSTRUCTION LETTER BY WHICH YOU TENDER THOSE SHARES, WE WILL DISREGARD YOUR OBJECTION INSTRUCTION LETTER. IF YOU SUBMIT A TENDER INSTRUCTION LETTER AND AN OBJECTION INSTRUCTION LETTER CONCURRENTLY WITH RESPECT TO THE SAME SHARES, THE OBJECTION INSTRUCTION LETTER WILL BE DISREGARDED.

TENDER INSTRUCTION LETTER

with Respect to the Offer

to Purchase for Cash

5,166,348 Ordinary Shares

Gilat Satellite Networks Ltd.

The undersigned acknowledge(s) receipt of your letter and the enclosed Offer to Purchase, dated October 24, 2014 (the “Offer to Purchase”), and the related Letter of Transmittal, which as amended from time to time, together constitute the Offer, in connection with the tender offer of FIMI Israel Opportunity Fund IV, Limited Partnership, FIMI Opportunity IV Fund, L.P., FIMI Israel Opportunity Five, Limited Partnership and FIMI Opportunity V, L.P. (collectively, the “Purchaser”), to purchase 5,166,348 ordinary shares, par value NIS 0.20 per share (the “Shares”) of Gilat Satellite Networks Ltd. (“Gilat”), at a price of $4.95 per Share, net to the seller in cash, less any applicable withholding taxes, and without interest, upon the terms of, and subject to the conditions to, the Offer.

This will instruct you to tender in the Offer the number of Shares indicated below (or, if no number is indicated below, all Shares) that are held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the Offer.

Dated: ______________________, 2014

Number of Ordinary Shares To Be Tendered: Ordinary Shares1		SIGN HERE Signature(s) Please type or print names(s)
		Please type or print address Area Code and Telephone Number Taxpayer Identification or Social Security Number

PLEASE NOTE THAT THIS TENDER INSTRUCTION LETTER IS TO TENDER YOUR SHARES IN ACCORDANCE WITH THE TERMS AND CONDITIONS DESCRIBED IN THE OFFER TO PURCHASE. IF YOU WISH TO OBJECT TO THE OFFER, PLEASE COMPLETE THE “OBJECTION INSTRUCTION LETTER” AND RETURN IT TO US.

1 Unless otherwise indicated, it will be assumed that all Ordinary Shares held by us for your account are to be tendered.

OBJECTION INSTRUCTION LETTER

with Respect to the Offer

to Purchase for Cash

5,166,348 Ordinary Shares

Gilat Satellite Networks Ltd.

This will instruct you to object to the Offer with respect to the number of Shares indicated below (or, if no number is indicated below, all shares) that are held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the Offer.

Dated: ______________________, 2014

Number of Objecting Shares: Ordinary Shares2		SIGN HERE Signature(s) Please type or print names(s)
		Please type or print address Area Code and Telephone Number Taxpayer Identification or Social Security Number

2 Unless otherwise indicated, it will be assumed that all Shares held by us for your account are to object to the Offer.

Explanation of Objection Instruction Letter. Under Israeli law, the shareholders of Gilat may respond to the Offer by accepting the Offer and tendering all or any portion of their shares in accordance with the Offer to Purchase or by notifying the Purchaser of their objection to the Offer by executing and delivering Notices of Objection (which, in your case, is corresponding to this Objection Instruction Letter). Alternatively, they may simply not respond to the Offer and not tender their shares. It is a condition to the Offer that at 10:00 a.m., New York time, and 5:00 p.m., Israel time, on the Initial Completion Date, the aggregate number of shares tendered in the Offer is greater than the number of shares represented by Notices of Objection. If this and the other conditions to the Offer have been satisfied or waived, shareholders will be afforded an additional four calendar days to tender their shares in the Offer, but Notices of Objection will no longer be accepted. See Section 3 of the Offer to Purchase.

THIS OBJECTION INSTRUCTION LETTER SHOULD ONLY BE EXECUTED BY YOU IN THE EVENT THAT YOU OBJECT TO THE OFFER WITH RESPECT TO ALL OR ANY PORTION OF YOUR SHARES. ACCORDINGLY, DO NOT EXECUTE THIS OBJECTION INSTRUCTION LETTER IF (1) YOU WOULD LIKE TO ACCEPT THE OFFER WITH RESPECT TO THOSE SHARES (IN WHICH CASE YOU SHOULD COMPLETE AND EXECUTE THE TENDER INSTRUCTION LETTER) OR (2) YOU DO NOT WISH TO PREVENT THE COMPLETION OF THE OFFER.

Exhibit (a)(1)(E)

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION

NUMBER ON SUBSTITUTE FORM W-9

Guidelines for Determining the Proper Identification Number for the Payee (You) to Give the Payer — Social Security numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the payer. All "Section" references are to the Internal Revenue Code of 1986, as amended. "IRS" is the Internal Revenue Service.

For this type of account:			Give the name and social security number of —
1.	Individual		The individual
2.	Two or more individuals (joint account)		The actual owner of the account or, if combined funds, the first individual on the account(1)
3.	Custodian account of a minor (Uniform Gift to Minors Act)		The minor(2)
4.	a.	The usual revocable savings trust (grantor is also trustee)	The grantor-trustee(1)
	b.	So-called trust account that is not a legal or valid trust under state law	The actual owner(1)
5.	Sole proprietorship or disregarded entity owned by an individual		The owner(3)
6.	Grantor trust filing under Optional Form 1099 Filing Method 1 (see Regulation section 1.671-4(b)(2)(i)(A))		The grantor*

For this type of account:			Give the name and employer identification number of —
7.	A disregarded entity not owned by an individual		The owner
8.	A valid trust, estate, or pension trust		The legal entity(4)
9.	Corporation or LLC electing corporate status on Form 8832 or Form 2553		The corporation
10.	Association, club, religious, charitable, educational, or other tax-exempt organization		The organization
11.	Partnership or multi-member LLC		The partnership
12.	A broker or registered nominee		The broker or nominee
13.	Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments		The public entity
14.	Grantor trust filing under the Form 1041 Filing Method or the Optional Form 1099 Filing Method 2 (see Regulation section 1.671-4(b)(2)(i)(B))		The trust

(1)	List first and circle the name of the person whose number you furnish. If only one person on a joint account has a social security number, that person's number must be furnished.

(2)	Circle the minor's name and furnish the minor's social security number.

(3)

You must show your individual name, but you may also enter your business or "doing business as" name on the “Business name/disregarded entity” name line.. You may use either your social security number or your employer identification number (if you have one) but the IRS encourages you to use your social security number. Also see Special Rules for Partnerships on page 1 of the instructions to Form W-9 at http://www.irs.gov/pub/irs-pdf/fw9.pdf.

(4)	List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish the taxpayer identification number of the personal representative or trustee unless the legal entity itself is not designated in the account title.)

*NOTE: Grantor also must provide a Form W-9 to trustee of trust..

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER

ON SUBSTITUTE FORM W-9

Obtaining a Number

If you do not have a taxpayer identification number, apply for one immediately. To apply for a SSN, get Form SS-5, Application for a Social Security Card, from your local Social Security Administration office or get this form online at www.ssa.gov. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.irs.gov/businesses and clicking on Employer Identification Number (EIN) under Starting a Business. You can get Forms W-7 and SS-4 from the IRS by calling 1 (800) TAX-FORM (1-800-829-3676), or from the IRS Web Site at www.irs.gov.

Payees Exempt From Backup Withholding/FATCA Reporting

Payees specifically exempted from backup withholding include:

1.	An organization exempt from tax under Section 501(a), an individual retirement account (IRA), or a custodial account under Section 403(b)(7) if the account satisfies the requirements of Section 401(f)(2).

2.	The United States or any of its agencies or instrumentalities.

3.	A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities.

4.	A foreign government or any of its political subdivisions, agencies or instrumentalities.

5.	A corporation.

6.	A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States.

7.	A futures commission merchant registered with the Commodity Futures Trading Commission.

8.	A real estate investment trust.

9.	An entity registered at all times during the tax year under the Investment Company Act of 1940.

10.	A common trust fund operated by a bank under Section 584(a).

11.	A financial institution.

12.	A middleman known in the investment community as a nominee or custodian.

13.	A trust exempt from tax under Section 664 or described in Section 4947.

Page 2

The chart below shows types of payments that may be exempt from backup withholding. The chart applies to the exempt recipients listed above, 1 through 13.

If the payment is for . . .		THEN the payment is exempt for . . .
Interest and dividend payments		All exempt recipients except for 7
Broker transactions		Exempt payees 1 through 4 and 6 through 11 and all C corporations. S corporations must not enter an exempt payee code because they are exempt only for sales of noncovered securities acquired prior to 2012.

Exemption from FATCA reporting code. The following codes identify payees that are exempt from reporting under FATCA. These codes apply to persons submitting this form for accounts maintained outside of the United States by certain foreign financial institutions. Therefore, if you are only submitting this form for an account you hold in the United States, you may leave this field blank. Consult with the person requesting this form if you are uncertain if the financial institution is subject to these requirements.

A –	An organization exempt from tax under section 501(a) or any individual retirement plan as defined in section 7701(a)(37)

B –	The United States or any of its agencies or instrumentalities

C –	A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities

D –	A corporation the sotck of which is regularly traded on one or more established securities markets, as described in Reg. section 1.1472-1(c)(1)(i)

E –	A corporation that is a member of the same expanded affiliated group as a corporation described in Reg. section 1.1472-1(c)(1)(i)

F –	A dealer in securities, commodities, or derivative financial instruments (including notional principal contracts, futures, forwards, and options) that is registered as such under the laws of the United States or any state

G –	A real estate investment trust

H –	A regulated investment company as defined in section 851 or any entity registered at all times during the tax year under the Investment Company Act of 1940

I –	A common trust fund as defined in section 584(a)

J –	A bank as defined in section 581

K –

A broker

L –	A trust exempt from tax under section 664 or described in section 4947(a)(1)

M –	A tax exempt trust under a section 403(b) plan or section 457(g) plan

Exempt payees should complete a substitute Form W-9 to avoid possible erroneous backup withholding. Furnish your taxpayer identification number, check the appropriate box for your status, check the "Exempt from backup withholding" box, sign and date the form and return it to the payer. Foreign payees who are not subject to backup withholding should complete an appropriate Form W-8 and return it to the payer. A disregarded U.S. entity that has a foreign owner must use the appropriate Form W-8.

Privacy Act Notice. Section 6109 requires you to provide your correct taxpayer identification number to payers who must file information returns with the IRS to report interest, dividends, and certain other income paid to you . The person collecting this form uses the information to file information returns with the IRS, reporting the above information. Routine uses of this information include giving it to the Department of Justice for civil and criminal litigation and to cities, states, the District of Columbia, and U.S. commonwealths and possessions for use in administering their laws. The information may also be disclosed to other countries under a treaty, or to federal and state agencies to enforce civil and criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your taxpayer identification number whether or not you are required to file a tax return. Under section 3406, payers must generally withhold a percentage of taxable interest, dividend, and certain other payments to a payee who does not give a taxpayer identification number to a payer. Certain penalties may also apply for providing false or fraudulent information.

Penalties

(1)	Failure to Furnish Taxpayer Identification Number. If you fail to furnish your correct taxpayer identification number to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

(2)	Civil Penalty for False Information with Respect to Withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

(3)	Criminal Penalty for Falsifying Information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

(4)	Misuse of TINs. If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE.

Page 3

Exhibit (a)(1)(F)

Notice of Objection

Offer to Purchase for Cash

5,166,348 Ordinary Shares

GILAT SATELLITE NETWORKS LTD.

FIMI OPPORTUNITY IV, L.P.

FIMI ISRAEL OPPORTUNITY IV, LIMITED PARTNERSHIP

FIMI OPPORTUNITY V, L.P.

FIMI ISRAEL OPPORTUNITY FIVE, LIMITED PARTNERSHIP

The Initial Offer Period and Withdrawal Rights will Expire at 10 a.m., New York Time, and

5:00 p.m., Israel Time, on November 25, 2014, unless the Offer is Extended.

The U.S. Depositary for the offer is:

If delivering by mail:

American Stock Transfer & Trust Company, LLC

Operations Center

Attn: Reorganization Department

P.O. Box 2042

New York, New York 10272-2042

If delivering by hand or courier:

American Stock Transfer & Trust Company, LLC

Operations Center

Attn: Reorganization Department

6201 15th Avenue

Brooklyn, New York 11219

DELIVERY OF THIS NOTICE OF OBJECTION TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

PLEASE READ THE INSTRUCTIONS ON THE REVERSE SIDE OF THIS NOTICE OF OBJECTION CAREFULLY BEFORE COMPLETING THIS NOTICE OF OBJECTION.

To:	FIMI Israel Opportunity Fund IV, Limited Partnership, FIMI Opportunity IV Fund, L.P., FIMI Israel Opportunity Five, Limited Partnership and FIMI Opportunity V, L.P. c/o American Stock Transfer & Trust Company

The undersigned hereby notifies you of the undersigned’s objection to the offer by FIMI Israel Opportunity Fund IV, Limited Partnership, FIMI Opportunity IV Fund, L.P., FIMI Israel Opportunity Five, Limited Partnership and FIMI Opportunity V, L.P. to purchase 5,166,348 ordinary shares, par value NIS 0.20 per share (the “Shares”) of Gilat Satellite Networks Ltd. (“Gilat”), as set forth in the Offer to Purchase, dated October 24, 2014 (as may be amended from time to time, the “Offer to Purchase” and, together with the Letter of Transmittal, the “Offer”) with respect to _________________ (insert number) Shares held by the undersigned. By executing this Notice of Objection, the undersigned acknowledges that the undersigned has read, and agrees to, the terms and conditions of the instructions accompanying this Notice of Objection.

________________________________________________________________________________________________

Name(s) of Registered Holder(s)

________________________________________________________________________________________________

Address(es) of Registered Holder(s)

________________________________________________________________________________________________

Signature(s) of Registered Holder(s)

Date _______________

DTC Account Number (if applicable): ____________

THIS NOTICE OF OBJECTION SHOULD ONLY BE EXECUTED BY YOU IN THE EVENT THAT YOU OBJECT TO THE OFFER WITH RESPECT TO ALL OR ANY PORTION OF YOUR SHARES. ACCORDINGLY, DO NOT EXECUTE THIS NOTICE OF OBJECTION IF (1) YOU WOULD LIKE TO ACCEPT THE OFFER WITH RESPECT TO THOSE SHARES (IN WHICH CASE YOU SHOULD COMPLETE AND EXECUTE THE LETTER OF TRANSMITTAL) OR (2) YOU DO NOT WISH TO PREVENT THE COMPLETION OF THE OFFER.

Shareholders of Gilat who wish to object to the Offer must complete this Notice of Objection unless an agent’s message is utilized. Delivery of documents to The Depository Trust Company or any other party does not constitute delivery to the U.S. Depositary.

NOTE: SIGNATURES MUST BE PROVIDED BELOW

o	Check here if Notice of Objection is being delivered by book-entry transfer to the U.S. Depositary’s account at The Depository Trust Company and complete the following:

Name of Tendering Institution: _____________________________________________________

Account Number: _______________________________________________________________

Transaction Code Number: ________________________________________________________

INSTRUCTIONS

Forming Part of the Terms and Conditions of the Offer

1. Explanation of Notice of Objection. Under Israeli law, you may respond to the Offer by accepting the Offer and tendering all or any portion of your Shares in accordance with the Offer to Purchase and the instructions contained in the Letter of Transmittal or by notifying us of your objection to the Offer with respect to all or any portion of your Shares by executing and delivering this Notice of Objection. Alternatively, you may simply do nothing and not tender your Shares or object to the Offer. It is a condition to the Offer that at the completion of the Initial Offer Period (as defined in the Offer to Purchase), the aggregate number of Shares validly tendered in the Offer is greater than the number of Shares represented by Notices of Objection. In making this calculation, we exclude Shares owned by us or by our affiliates. We will make this calculation and announce the results promptly after the Initial Completion Date (as defined in the Offer to Purchase). If this and the other conditions to the Offer have been satisfied or, subject to applicable law, waived by us, shareholders will be afforded an additional four calendar days to tender their Shares in the Offer, but Notices of Objection will no longer be accepted.

If, with respect to all or any portion of your Shares, you object to the Offer during the Initial Offer Period and the conditions to the Offer have been satisfied or, subject to applicable law, waived by us, you may tender such Shares during the Additional Offer Period (as defined in the Offer to Purchase).

Do not send any stock certificates with this Notice of Objection.

2. Delivery of Notice of Objection. If you wish to object to the Offer and you hold your Shares directly, complete and sign this Notice of Objection and mail or deliver it to the U.S. Depositary at one of its addresses set forth on the front of this document prior to 10:00 a.m., New York time, or 5:00 p.m., Israel time, on the Initial Completion Date.

If you wish to object to the Offer and you hold your Shares through a broker, dealer, commercial bank, trust company or other nominee, request such broker, dealer, commercial bank, trust company or other nominee to submit for you the Notice of Objection to the U.S. Depositary prior to 10:00 a.m., New York time, or 5:00 p.m., Israel time, on the Initial Completion Date.

The method of delivery of this Notice of Objection is at the option and risk of the objecting shareholder, and the delivery will be deemed made only when actually received by the U.S. Depositary. If delivery is by mail, registered mail with return receipt requested, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

No alternative, conditional or contingent Notices of Objection will be accepted.

3. Signatures on Notice of Objection. If this Notice of Objection is signed by the registered holder(s) of Shares, the signature(s) must correspond with the name(s) as written on the face of the certificate(s) evidencing the Shares without alteration, enlargement or any other change whatsoever.

If any Shares are registered in the name of two or more persons, all of those named persons must sign this Notice of Objection.

If any Shares are registered in different names, it will be necessary to complete, sign and submit as many separate Notices of Objection as there are different registrations of those objecting Shares.

If this Notice of Objection is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, that person should so indicate when signing, and proper evidence satisfactory to us of that person’s authority so to act must be submitted.

4. Withdrawal of Notice of Objection. You may withdraw a previously submitted Notice of Objection at any time prior to 10:00 a.m., New York time, or 5:00 p.m., Israel time, on the Initial Completion Date. For a withdrawal to be effective, a written notice of withdrawal must be timely received by the U.S. Depositary at one of its addresses set forth on the front of this document. Any notice of withdrawal must specify the name of the person(s) who submitted the Notice of Objection to be withdrawn and the number of Shares to which the Notice of Objection to be withdrawn relates. Following the withdrawal of a Notice of Objection, a new Notice of Objection may be submitted at any time prior to 10:00 a.m., New York time, or 5:00 p.m., Israel time, on the Initial Completion Date by following the procedures described above. If Notices of Objection have been delivered pursuant to the procedures for book-entry transfer as set forth above, any notice of withdrawal must also specify the name and number of the account at DTC to be adjusted to reflect the withdrawal of such Shares and otherwise comply with DTC’s procedures.

5. Determination of Validity. All questions as to the form and validity (including time of receipt) of Notices of Objection will be determined by us, in our sole discretion, subject to applicable law. None of us or our affiliates or assigns, the U.S. Depositary, the Information Agent, our Israeli counsel or any other person will be under any duty to give notification of any defects or irregularities in any notice or incur any liability for failure to give any such notification.

IMPORTANT: IF YOU SUBMIT A NOTICE OF OBJECTION WITH RESPECT TO SHARES AND THEREAFTER YOU DELIVER TO US A LETTER OF TRANSMITTAL BY WHICH YOU TENDER THOSE SHARES, WE WILL DISREGARD YOUR NOTICE OF OBJECTION. SIMILARLY, IF YOU SUBMIT TO US A LETTER OF TRANSMITTAL BY WHICH YOU TENDER SHARES, AND THEREAFTER YOU DELIVER TO US A NOTICE OF OBJECTION WITH RESPECT TO THOSE SHARES, WE WILL DISREGARD YOUR LETTER OF TRANSMITTAL. IF YOU SUBMIT A LETTER OF TRANSMITTAL AND A NOTICE OF OBJECTION CONCURRENTLY WITH RESPECT TO THE SAME SHARES, THE NOTICE OF OBJECTION WILL BE DISREGARDED.

6. Questions and Requests for Assistance or Additional Copies. Questions or requests for assistance in connection with this Notice of Objection may be directed to the Information Agent at its address and telephone number listed below. Additional copies of the Offer to Purchase, Letter of Transmittal, this Notice of Objection and other offer documents may be obtained from the Information Agent. A shareholder may also contact brokers, dealers, commercial banks or trust companies for assistance concerning the Offer.

The Information Agent for the offer is:

D.F. King & Co., Inc.

48 Wall Street

New York, NY 10005

For assistance call D.F. King at 866-406-2288 (toll free) or 212-493-3910 (banks and brokers)

Exhibit (a)(1)(G)

DECLARATION OF STATUS FOR ISRAELI INCOME TAX PURPOSES

Do not send this form to the IRS. See separate instructions on the back cover of this form.

Read this form together with the Offer to Purchase and Letter of Transmittal accompanying this form.

PAYER'S NAME: American Stock Transfer & Trust Company, as U.S. Depositary

Who may use this form and why?

THIS FORM IS NOT INTENDED FOR YOUR USE IF YOU ARE A “RESIDENT OF ISRAEL” (OTHER THAN A BANK, BROKER OR FINANCIAL INSTITUTION RESIDENT IN ISRAEL).

To whom should you deliver this form?

Until when should I deliver this form?

PART I	Identification and details of Shareholder (including Eligible Israeli Brokers) (see instructions)
1. Name:		2. Type of Shareholder (more than one box may be applicable):
(please print full name)		¨ Corporation (or Limited Liability Company) ¨ Individual ¨ Trust ¨ Partnership ¨ Other: _________________	¨ Bank ¨ Broker ¨ Financial Institution
3. For individuals only:		4. For all other Shareholders:
Date of birth: ______/_____/______ month / day / year		Country of incorporation or organization:
Country of residence:		Registration number of corporation (if applicable):
Countries of citizenship (name all citizenships):
Taxpayer Identification or Social Security No. (if applicable):		Country of residence:
5. Permanent Address (state, city, zip or postal code, street, house number, apartment number):
6. Mailing Address (if different from above):		7. Contact Details: Name:______________ Capacity:_______________ Telephone Number (country code, area code and number): _______________________________________________
8. I hold the Shares of ____________ (mark X in the appropriate place): ¨ directly, as a Registered Holder ¨ through a Broker. If you marked this box, please state the name of your Broker: _________________
9. ¨ I am the beneficial owner (directly or indirectly) of less than 5% of the outstanding Shares.

PART II	Declaration by Non-Israeli Residents (see instructions) „ Eligible Israeli Brokers should not complete this Part II
A. To be completed only by Individuals. I hereby declare that: (if the statement is correct, mark X in the following box)
A.1 ¨ I am NOT a “resident of Israel”, which means, among other things, that: · The State of Israel is not my permanent place of residence, · The State of Israel is neither my place of residence nor that of my family, · My ordinary or permanent place of activity is NOT in the State of Israel and I do NOT have a permanent establishment in the State of Israel, · I do NOT engage in an occupation in the State of Israel, · I do NOT own a business or part of a business in the State of Israel, · I am NOT insured by the Israeli National Insurance Institution, · I was NOT present (nor am I planning to be present) in Israel for 183 days or more during this tax year, · I was NOT present (nor am I planning to be present) in Israel for 30 days or more during this tax year, and the total period of my presence in Israel during this tax year and the two previous tax years is less than 425 days in total; A.2 ¨I acquired the Shares on or after the initial public offering of Gilat Satellite Networks Ltd. on NASDAQ Stock Market in 1993. A.3 ¨ I am the beneficial owner (directly or indirectly) of less than 5% of the outstanding Shares.
B. To be completed by Corporations (except Partnerships and Trusts). I hereby declare that: (if correct, mark X in the following box)
B.1 ¨ The corporation is NOT a “resident of Israel”, which means, among other things, that: · The corporation is NOT registered with the Registrar of Companies in Israel, · The corporation is NOT registered with the Registrar of "Amutot" (non-profit organizations) in Israel, · The control of the corporation is NOT located in Israel, · The management of the corporation is NOT located in Israel, · The corporation does NOT have a permanent establishment in Israel, and · No Israeli resident holds, directly or indirectly via shares or through a trust or in any other manner or with another who is an Israeli resident, 25.0% or more of any “means of control” in the corporation as specified below: o The right to participate in profits; o The right to appoint a director; o The right to vote; o The right to share in the assets of the corporation at the time of its liquidation; and o The right to direct the manner of exercising one of the rights specified above; B.2 ¨ The corporation acquired the Shares on or after the initial public offering of Gilat Satellite Networks Ltd. on NASDAQ Stock Market in 1993. B.3 ¨ The corporation is the beneficial owner (directly or indirectly) of less than 5% of the outstanding Shares.
C. To be completed by Partnerships. I hereby declare that: (if correct, mark X in the following box)
C.1 ¨ The partnership is NOT an Israeli resident which means, among other things, that: · The partnership is NOT registered with the Registrar of Partnerships in Israel, · The control of the partnership is NOT located in Israel, · The management of the partnership is NOT located in Israel, · The partnership does NOT have a permanent establishment in Israel, · NO Israeli resident holds, directly or indirectly via shares or through a trust or in any other manner or with another who is an Israeli resident, 25.0% or more of any right in the partnership or, of the right to direct the manner of exercising any of the rights in the partnership, and · NO partner in the partnership is an Israeli resident; C.2 ¨ The partnership acquired the Shares on or after the initial public offering of Gilat Satellite Networks Ltd. on NASDAQ Stock Market in 1993. C.3 ¨ The partnership is the beneficial owner (directly or indirectly) of less than 5% of the outstanding Shares.
D. To be completed by Trusts. I hereby declare that: (if correct, mark X in the following box)
D.1 ¨ The trust is NOT an Israeli resident, and: · All settlors of the trust are NOT Israeli residents, · All beneficiaries of the trust are NOT Israeli residents, and D.2 ¨ The trust acquired the Shares on or after the initial public offering of Gilat Satellite Networks Ltd. on NASDAQ Stock Market in 1993.

PART III		Declaration by Israeli Bank, Broker or Financial Institution (see instructions) „Non-Israeli Residents should not complete this Part III
I hereby declare that: (if correct, mark X in the following box) ¨ I am a bank, broker or financial institution that is a “resident of Israel” within the meaning of that term in Section 1 of the Ordinance (See Instruction II), I am holding the Shares solely on behalf of beneficial shareholder(s) and I am subject to the provisions of the Ordinance and the regulations promulgated thereunder relating to the withholding of Israeli tax, including with respect to the cash payment (if any) made by me to such beneficial shareholder(s) with respect to Shares in connection with the company liquidation.
PART IV		Certification. By signing this form, I also declare that:
· I understood this form and completed it correctly and pursuant to the instructions. · I provided accurate, full and complete details in this form. · I am aware that providing false details constitutes criminal offense. · I am aware that this form may be provided to the Israeli Tax Authority, in case the Israeli Tax Authority so requests, for purposes of audit or otherwise.

SIGN HERE „	_____________________________________	_____________________________________	_____________________________________
	Signature of Shareholder (or individual authorized to sign on your behalf)	Date	Capacity in which acting