If your shares are held in “street name” (held in the name of a bank, broker or other nominee), but not including shares held through a Tel Aviv Stock Exchange Clearing House Ltd. (the “TASE Clearing House”) member, you must provide the bank, broker or other nominee with instructions on how to vote your shares and can generally do so as follows:
●By mail. You will receive instructions from your broker or other nominee explaining how to vote your shares.
●By Internet or by telephone. Follow the instructions you receive from your broker or other nominee to vote by Internet or telephone.
●In person at the meeting. Contact the broker or other nominee who holds your shares to obtain a broker’s proxy card and bring it with you to the Special Mseeting. You will not be able to vote at the meeting unless you have a proxy card from your broker.
If you own shares that are traded through the TASE, you may vote your shares in one of the following two ways:
●By mail. Complete, sign and date the proxy card and attach to it an ownership certificate from the TASE Clearing House member through which your shares are registered (i.e., your broker, bank or other nominee) indicating that you were the beneficial owner of the shares on September 28, 2021, the Record Date, and return the proxy card or voting instruction form, along with the ownership certificate, to our designated address for that purpose in Israel, 2 Snunit Street, Science Park, P.O. Box 455, Carmiel 2161401, Israel. If the TASE member holding your shares is not a TASE Clearing House member, please make sure to include an ownership certificate from the TASE Clearing House member in which name your shares are registered.
●In person at the meeting. Attend the meeting, where ballots will be provided. If you choose to vote in person at the meeting, you need to bring an ownership certificate from the TASE Clearing House member through which your shares are registered (i.e., your broker, bank or other nominee) indicating that you were the beneficial owner of the shares on September 28, 2021, the Record Date for voting. If the TASE member holding your shares is not a TASE Clearing House member, please make sure to include an ownership certificate from the TASE Clearing House member in which name your shares are registered.
If you need assistance in voting by telephone or over the Internet or completing your proxy card or have questions regarding the meeting, please contact our proxy advisor:
Alliance Advisors, LLC
200 Broadacres Drive, 3rd Floor
Bloomfield, NJ 07003
+1 (844) 876-6184 (toll free in the United States)
What Am I Voting On?
You are voting to approve, in accordance with Section 713(a) of the NYSE American Company Guide, the potential issuance of shares representing in excess of 19.99% of our pre-transaction total shares of common stock outstanding that may result from the conversion of, or the satisfaction of make-whole payments on, the 7.50% Senior Secured Convertible Notes Due 2024 we issued on August 25, 2021 (the “New Convertible Notes”).
How Does The Board Of Directors Recommend That I Vote At The Meeting?
The Board of Directors recommends that you vote “FOR” the approval, in accordance with Section 713(a) of the NYSE American Company Guide, the potential issuance of shares representing in excess of 19.99% of our pre-transaction total shares of common stock outstanding that may result from the conversion of, or the satisfaction of make-whole payments on, the 7.50% Senior Secured Convertible Notes Due 2024 we issued on August 25, 2021.
If any other matter is properly presented at the Special Meeting or any adjournment, the proxy card provides that your shares will be voted by the proxy holder listed on the proxy card in accordance with his or her best judgment.