EX-99.1 7 d438097dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

 

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SCAN TO OTONOMO TECHNOLOGIES LTD. VIEW MATERIALS & VOTE w 16 ABBA EBAN BLVD. HERZLIYA PITUACH VOTE BY INTERNET—www.proxyvote.com or scan the QR Barcode above 467256, ISRAEL Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on [TBD], 2023. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE—1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on [TBD], 2023. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign, date and return this proxy card promptly to Vote Processing c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717 not later than 11:59 p.m. Eastern time on [TBD], 2023. In case you are delivering or mailing this proxy card to Company’s executive offices located at 16 Abba Eban Blvd., Herzliya Pituach, Israel, it must be received by no later than 7:00 a.m. Israel time, on [TBD], 2023. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: V20324-TBD OTONOMO TECHNOLOGIES LTD. THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE “FOR” THE PROPOSALS LISTED BELOW. 1. To approve, pursuant to Section 320 of the Companies Law, the merger by and For Against Abstain among the Company, Urgent.ly Inc. (“Urgently”), and U.O Odyssey Merger Sub Under the Companies Law, your vote cannot be counted towards the majority Ltd. (“Merger Sub”), including approval and adoption of: ! ! ! required for Proposal 2 unless you provide the foregoing important confirmation. (i) the merger transaction contemplated by the Agreement and Plan of Merger, This proxy, when properly executed, will be voted in the manner directed herein by dated February 9, 2023 (the “Merger Agreement”), pursuant to Sections 314 the undersigned shareholder. If no direction is made with respect to Proposal 2 for the through 327 of the Companies Law, whereby Merger Sub will merge with and Meeting, this Proxy will be voted “FOR” Proposal 2 and in such manner as the holder into the Company, with the Company surviving and becoming a direct wholly of the Proxy determines with respect to any other business as may properly come before owned subsidiary of Urgently (the “Merger”); the Meeting or all and any adjournments or postponements thereof (including voting (ii) the Merger Agreement; on the adjournment or postponement of such meetings). (iii) the consideration to be received by the Company’s shareholders in the Merger, PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING other than holders of “Excluded Shares” (as defined in the Merger Agreement), THE ENCLOSED ADDRESSED ENVELOPE. IF YOU DO NOT SIGN AND RETURN A consisting of a number of shares of Urgently common stock equal to the PROXY OR ATTEND THE MEETINGS AND VOTE, SHARES CANNOT BE VOTED. Exchange Ratio (as defined in the Merger Agreement), subject to the withholding of any applicable taxes, for each Ordinary Share held as of immediately prior to To assure your representation at the Meeting, please mark, sign, date and return this the effective time of the Merger (the “Effective Time”); proxy card no later than the deadline for receipt of proxy cards as indicated above. (iv) the purchase of a tail endorsement to the Company’s current directors’ and Directions officers’ liability insurance policy for a period of seven years commencing at the If you have any questions on how to fill out the proxy card, please contact D.F. King & Effective Time in accordance with the terms of the Merger Agreement; and Co., the Company’s proxy solicitation firm, banks and brokers call at (212) 269-5550, (v) all other transactions and arrangements contemplated by the Merger toll-free at (800) 290-6426, e-mail: OTMO@dfking.com, who will advise you as to Agreement. how to submit your vote. Yes No Important Instructions for Item 1: 2a. Are you a “controlling shareholder” of the Company and/or do you PLEASE BE CERTAIN TO FILL IN THE BOX FOR ITEM 1A BELOW TO CONFIRM IF have a “personal interest” (each as defined in the Companies Law and ! ! YOU ARE A SHAREHOLDER LISTED IN SECTION 320(C) OF THE ISRAELI COMPANIES detailed in the Proxy Statement) in the approval of Proposal 2? LAW, 5759-1999 (“COMPANIES LAW”) (i.e., IF YOU ARE URGENTLY, MERGER SUB You must mark this Item 2a for your vote to be counted in Proposal 2. OR AN URGENTLY RELATED PERSON (AS SUCH TERM IS DEFINED IN THE PROXY STATEMENT FOR THE MEETING)). For Against Abstain Under the Companies Law, your vote cannot be counted towards the majority 3. To approve the payment of a transaction retention bonus to Ms. Bonnie Moav, required for Proposal 1 unless you provide the foregoing important confirmation. the Company’s Chief Financial Officer, with respect to the portion of such This proxy, when properly executed, will be voted in the manner directed herein by bonus which exceeds the maximum amount permitted under the Company’s ! ! ! the undersigned shareholder. If no direction is made with respect to Proposal 1 for the compensation policy, as described in the Proxy Statement and subject to Meeting, this Proxy will be voted “FOR” Proposal 1 and in such manner as the holder the terms set forth in the retention award agreement attached to the Proxy of the Proxy determines with respect to any other business as may properly come before Statement. the Meeting or all and any adjournments or postponements thereof (including voting Important Instructions for Item 3: on the adjournment or postponement of such meetings). PLEASE BE CERTAIN TO FILL IN THE BOX FOR ITEM 3A BELOW TO CONFIRM IF PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING YOU ARE A “CONTROLLING SHAREHOLDER” (WITHIN THE MEANING OF THE THE ENCLOSED ADDRESSED ENVELOPE. IF YOU DO NOT SIGN AND RETURN A COMPANIES LAW) OR IF YOU HAVE A “PERSONAL INTEREST” (WITHIN THE PROXY OR ATTEND THE MEETINGS AND VOTE, SHARES CANNOT BE VOTED. MEANING OF THE COMPANIES LAW) IN THE APPROVAL OF ITEM 3. To assure your representation at the Meeting, please mark, sign, date and return this Under the Companies Law, your vote cannot be counted towards the majority proxy card no later than the deadline for receipt of proxy cards as indicated above. required for Proposal 3 unless you provide the foregoing important confirmation. Directions This proxy, when properly executed, will be voted in the manner directed herein by If you have any questions on how to fill out the proxy card, please contact D.F. King & the undersigned shareholder. If no direction is made with respect to Proposal 3 for the Co., the Company’s proxy solicitation firm, banks and brokers call at (212) 269-5550, Meeting, this Proxy will be voted “FOR” Proposal 3 and in such manner as the holder toll-free at (800) 290-6426, e-mail: OTMO@dfking.com, who will advise you as to of the Proxy determines with respect to any other business as may properly come before how to submit your vote. the Meeting or all and any adjournments or postponements thereof (including voting Yes No on the adjournment or postponement of such meetings). PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING 1a. Are you Urgently, Merger Sub, or an Urgently Related Person, or anyone THE ENCLOSED ADDRESSED ENVELOPE. IF YOU DO NOT SIGN AND RETURN A acting on behalf of Urgently, Merger Sub or an Urgently Related Person? ! ! PROXY OR ATTEND THE MEETINGS AND VOTE, SHARES CANNOT BE VOTED. You must mark this Item 1a for your vote to be counted in Proposal 1. To assure your representation at the Meeting, please mark, sign, date and return this proxy card no later than the deadline for receipt of proxy cards as indicated above. Directions For Against Abstain If you have any questions on how to fill out the proxy card, please contact 2. To approve the payment of a transaction retention bonus to D.F. King & Co., the Company’s proxy solicitation firm, banks and brokers call at Mr. Benjamin Volkow, the Company’s Chief Executive Officer and Chairman (212) 269-5550, toll-free at (800) 290-6426, e-mail: OTMO@dfking.com, who will advise of the Company’s board of directors, as described in the Proxy Statement and ! ! ! you as to how to submit your vote. Yes No subject to the terms set forth in the retention award agreement attached to the Proxy Statement. 3a. Are you a “controlling shareholder” of the Company and/or do you Important Instructions for Item 2: have a “personal interest” (each as defined in the Companies Law and ! ! PLEASE BE CERTAIN TO FILL IN THE BOX FOR ITEM 2A BELOW TO CONFIRM IF detailed in the Proxy Statement) in the approval of Proposal 3? YOU ARE A “CONTROLLING SHAREHOLDER” (WITHIN THE MEANING OF THE You must mark this Item 3a for your vote to be counted in Proposal 3. COMPANIES LAW) OR IF YOU HAVE A “PERSONAL INTEREST” (WITHIN THE MEANING OF THE COMPANIES LAW) IN THE APPROVAL OF ITEM 2. Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. Signature [PLEASE SIGN WITHIN BOX] Date Signature [PLEASE SIGN WITHIN BOX] Date


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SPECIAL GENERAL MEETING OF SHAREHOLDERS OF OTONOMO TECHNOLOGIES LTD. [TBD], 2023 GO GREEN e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.amstock.com to enjoy online access. Important Notice Regarding the Availability of Proxy Materials for the Special General Meeting: The Notice and Proxy Statement is available at www.proxyvote.com. V20325-TBD OTONOMO TECHNOLOGIES LTD. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS I, the undersigned shareholder of Otonomo Technologies Ltd. (the “Company”), do hereby nominate, constitute and appoint Mr. Benjamin Volkow, Chief Executive Officer and Chairman of the Board of Directors of the Company, and Ms. Maya Nassie-Neeman, General Counsel of the Company, and each of them, my true and lawful proxy and attorney(s) with full power of substitution for me and in my name, place and stead, to represent and vote any and all of the Company’s ordinary shares, no par value per share (“Ordinary Shares”), held in my name on the Company’s books as of [TBD], 2023, at the Special General Meeting of Shareholders to be held at the executive offices of the Company located at 16 Abba Eban Blvd., Herzliya Pituach, Israel on [TBD], 2023 at [TBD] p.m. Israel local time (or as otherwise adjourned or postponed) (the “Meeting”). By my signature, I hereby revoke any and all proxies given prior to the date hereof. (Continued and to be signed on the reverse side)