NOTICE OF 2024 ANNUAL GENERAL MEETING OF SHAREHOLDERS
| Time and Date of Meeting | 5:00 pm., Israel (local) time, on Tuesday, December 31, 2024 | |
| Place of Meeting | Azrieli Center | |
| 26 Harokmim Street | ||
| Holon, 5885800, Israel | ||
| Items of Business | (1) | Re-election of each of the following nominees to the Company’s Board of Directors (the “Board of Directors”) to serve as a director of the Company until the next annual general meeting of shareholders of the Company: Guy Bernstein, Roni Al Dor, Eyal Ben-Chelouche, Yacov Elinav, Uzi Netanel and Naamit Salomon. |
| (2) | Approval of the Company’s Consolidated Balance Sheets as of December 31, 2023 and the related Consolidated Statements of Operations (profit and loss account) and Cash Flows for the year then ended. | |
| (3) | Re-appointment of Kost Forer Gabbay & Kasierer, registered public accounting firm, a member of Ernst & Young Global (“EY Israel”), as the Company’s independent auditors, to audit the accounts of the Company, for the year ending December 31, 2024 and the additional period until the next annual general meeting of shareholders of the Company, and authorization of the Board of Directors, with the right to delegate such authority to the audit committee thereof, to fix EY Israel’s compensation in accordance with the volume and nature of its services. | |
| In addition to the foregoing formal proposals that require a vote, at the Meeting, the Board of Directors will present its annual report on the management of the business of the Company for the year ended December 31, 2023. | ||
| Purpose of Agenda Items | The purpose behind Proposals 1 through 3 is to approve various matters that are required to be approved annually—at our annual general meeting of shareholders—under our articles of association. | |
| Board Recommendation | Our Board of Directors unanimously recommends a vote FOR each of the proposals. | |
| Record Date | You are entitled to notice of, and to vote at, the Meeting if you held a common share of Sapiens as of the close of business on Monday, November 25, 2024. | |
| Additional Proxy Materials | The proposals and details with respect to the Meeting are described more fully in the attached proxy statement, which we are sending (together with this notice and a proxy card or voting instruction form) to our shareholders and which we urge you to read in its entirety. Copies of this notice, the attached proxy statement and the related proxy card are also being furnished to the U.S. Securities and Exchange Commission (the “SEC”), in a Report of Foreign Private Issuer on Form 6-K, which you may obtain for free from the SEC’s website at www.sec.gov or at the Company’s website, http://www.sapiens.com/annual-meeting/proxy. | |
| Quorum Requirement | No action may be taken at the Meeting unless a quorum, consisting of the holders of at least one-half of the Company’s outstanding common shares, are present in person or by proxy. If a quorum is not present at the Meeting, a second general meeting of shareholders will be called in the same manner as the original Meeting, to be held within two months of the Meeting, at which resolutions may be adopted with respect to any matter stated in the notice of the original Meeting and also in the notice of such second meeting, despite the absence of a quorum. |
| Required Vote | Approval of each of the proposals at the Meeting requires the affirmative vote of shareholders present in person or represented by proxy and holding common shares amounting in the aggregate to at least a majority of the votes actually cast with respect to such proposal. Abstentions and broker non-votes are not considered “actually cast” and are therefore not taken into consideration in determining whether a majority has been achieved for those proposals, but the common shares represented thereby are considered present for purposes of the quorum requirement. |
| Means of Voting | The vote of each of the Company’s shareholders is important, regardless of whether or not any particular shareholder attends the Meeting. Accordingly, we urge you to read the attached proxy statement and vote your shares promptly, regardless of the number of shares you own.
You may vote shares that you own directly (i.e., as a record shareholder) via proxy, by signing and returning the form of proxy in the enclosed envelope. You may revoke your proxy at any time before it is voted, and you may attend the Meeting and vote in person even if you have previously signed a proxy. As an alternative to voting via proxy, you may vote shares that you own directly in person by attending the Meeting. If your shares are held in street name on Nasdaq (i.e., shares that are held through a bank, broker or other nominee), you may instruct the nominee as to how you want your shares voted, including via the internet (at www.proxyvote.com), if so indicated on your voting instruction form. Specific instructions as to how to vote are set forth on the enclosed voting instruction form provided by your bank, broker, or nominee. If your shares are held on the Tel Aviv Stock Exchange (the “TASE”) through a member of the TASE, you may vote your shares in one of three ways: (a) By mail, e-mail or fax: sign and date a proxy card in the form filed by us on MAGNA, the distribution site of the Israeli Securities Authority, at www.magna.isa.gov.il, on or about December 10, 2024 and attach to it a proof of ownership certificate from the TASE Clearing House member through which the shares are held indicating that you were the beneficial owner of the shares on the record date, and return the proxy card, along with the proof of ownership certificate, to us via (i) mail, as described in the instructions available on MAGNA, (ii) e-mail to Keren.Peer@sapiens.com, or (iii) fax to +972-3-790-2942; (b) Electronically: you may vote through the electronic voting system of the Israel Securities Authority (votes.isa.gov.il), subject to proof of ownership of the shares on the record date, as required by law. Voting through the electronic voting system will be allowed until 11:00 a.m., Israel time, on Tuesday, December 31, 2024 (i.e., six (6) hours before the Meeting). You may receive guidance on the use of the electronic voting system from the TASE member through which you hold your shares; or (c) In person: you may attend the Meeting, where ballots will be provided. In that case, you must bring the proof of ownership certificate from the TASE’s Clearing House member through which the shares are held, indicating that you were the beneficial owner of the shares on the record date. |
| Attendance at Meeting | If you are a shareholder holding common shares as of the record date for the Meeting (November 25, 2024) and desire to attend the Meeting, if a record shareholder, please provide at the Meeting the name under which your shares are held of record and proof of ownership (a copy of your share certificate or a statement showing book-entry shares). If you hold your shares in “street name” (through a bank or broker), please bring to the Meeting the required proof of ownership described for attendance at the Meeting, namely: a “legal proxy” from the broker, trustee or nominee that holds your shares, giving you the right to vote the shares at the Meeting, along with an account statement or other proof that shows that you owned your shares as of the record date for the Meeting. |
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