Exhibit Number
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Description of Exhibits
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RADWARE LTD.
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Date: September 14, 2023
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By:
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/s/ Gadi Meroz
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Gadi Meroz
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Vice President & General Counsel
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1. |
To elect Mr. Stanley B. Stern and Mr. Israel Mazin as Class III directors of the Company until the
annual general meeting of shareholders to be held in 2026;
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2. |
To approve grants of equity-based awards to non-employee directors; and
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3. |
To approve the reappointment of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, as the Company’s auditors, and to authorize the Board of Directors to delegate to
the Audit Committee the authority to fix their remuneration in accordance with the volume and nature of their services.
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1. |
To elect Mr. Stanley B. Stern and Mr. Israel Mazin as Class III directors of the Company until the annual general meeting of shareholders to be held in 2026;
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2. |
To approve grants of equity-based awards to non-employee directors; and
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3. |
To approve the reappointment of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, as the Company’s auditors, and to authorize the Board of Directors to delegate to the Audit Committee the authority to fix their
remuneration in accordance with the volume and nature of their services.
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By Order of the Board of Directors | |||
/s/ Roy Zisapel | |||
ROY ZISAPEL |
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President and Chief Executive Officer |
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1
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6 |
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7 |
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12 |
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15 |
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16 |
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16 |
•
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"we", "us", "our", "Radware", or the "Company" are to Radware Ltd. and its subsidiaries;
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•
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"dollars" or "$" are to United States dollars;
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•
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"NIS" or "shekel" are to New Israeli Shekels;
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•
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the "Companies Law" or the "Israeli Companies Law" are to the Israeli Companies Law, 5759-1999;
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“including” or “include,” shall be deemed to be followed by the phrase “without limitation”;
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the "SEC" are to the United States Securities and Exchange Commission;
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"ordinary shares" or “shares” are to our ordinary shares, NIS 0.05 par value per share; and
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"2021 Annual Report" is to the annual report on Form 20-F we filed with the SEC on April 11, 2022.
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•
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"2022 Annual Report" is to the annual report on Form 20-F we filed with the SEC on March 30, 2023.
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1. |
To elect Mr. Stanley B. Stern and Mr. Israel Mazin as Class III directors of the Company until the annual general meeting of shareholders to be held in 2026;
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2. |
To approve grants of equity-based awards to non-employee directors; and
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3. |
To approve the reappointment of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, as the Company’s auditors, and to authorize the Board of Directors to delegate to the Audit Committee the authority to fix their
remuneration in accordance with the volume and nature of their services.
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•
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By Internet — You can vote over the Internet at www.proxyvote.com by following the instructions
therein or, if you received your proxy materials by mail, by following the instructions on the proxy card. You will need to enter your control number, which is a 16-digit number located in a box on your proxy card that is included with
your proxy materials.
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•
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By Telephone — You may vote and submit your proxy by calling toll-free 1-800-690-6903 in the United
States and providing your control number, which is a 16-digit number located in a box on your proxy card that is included with your proxy materials.
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•
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By Mail — If you received your proxy materials by mail or if you requested paper copies of the proxy
materials, you can vote by mail by marking, dating, signing and returning the proxy card in the postage-paid envelope.
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Name
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Number of Ordinary Shares Beneficially Owned*
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Percentage of Outstanding Ordinary Shares**
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Senvest Management, LLC (1)
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4,044,695
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9.62
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%
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Nava Zisapel (2)
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3,060,176
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7.28
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%
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Artisan Partners Limited Partnership (3)
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2,925,957
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6.96
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%
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The Phoenix Holdings Ltd. (4)
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2,840,213
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6.75
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%
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Legal & General Investment Management Limited (5)
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2,570,026
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6.11
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%
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Yehuda Zisapel (6)
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1,949,211
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4.63
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%
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Roy Zisapel (7)
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1,513,634
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3.60
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%
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All directors and executive officers as a group consisting of 14 persons, including Yehuda Zisapel and Roy Zisapel (8) (9)
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3,938,125
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9.25
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%
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Class
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Term expiring at
the annual meeting for the year |
Directors
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Class I
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2024
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Yehuda Zisapel, Yair Tauman and Yuval Cohen
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Class II
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2025
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Roy Zisapel, Naama Zeldis and Meir Moshe
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Class III
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2026
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Stanley B. Stern and Israel Mazin
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Name of Body
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No. of Meetings in 2022 **
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Average Attendance Rate
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Board of Directors
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18
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98.55
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%
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Audit Committee
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6
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100
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%
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Compensation Committee
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16
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100
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%
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Salaries, fees, commissions and bonuses
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Pension, retirement
and other similar benefits |
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2022 - All directors and officers as a group, consisting of 14 persons*
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$
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3,307,407
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$
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527,559
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2021 - All directors and officers as a group, consisting of 13 persons**
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$
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3,864,790
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$
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531,240
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• |
Country of Principal Executive Office - Israel
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Foreign Private Issuer - Yes
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Disclosure Prohibited under Home Country Law - No
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Total Number of Directors – 8
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Female
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Male
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Non-Binary
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Did Not Disclose Gender
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Part I: Gender Identity
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Directors
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1
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7
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--
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0
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Part II: Demographic Background
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Underrepresented Individual in Home Country Jurisdiction
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0
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LGBTQ+
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0
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Did Not Disclose Demographic Background
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0
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Grant Type; Number; Vesting: Non-employee directors are entitled to a grant of options under our stock option plans to purchase 20,000 ordinary shares for each year in which such non-employee
director holds office. The options are granted for three years in advance, and therefore every director receives an initial grant of options to purchase 60,000 ordinary shares which vest over a period of three years, with a third (20,000)
to vest upon each anniversary of service, provided that the director still serves on the Company’s Board of Directors on the date of vesting.
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Grant Date: The grant is made on the date of the director’s election (or the date of commencement of office, if different), and thereafter, every three years, if reelected, an additional grant
of options to purchase an additional 60,000 ordinary shares will be made on the date of each annual meeting in which such director is reelected.
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Exercise Price: The exercise price of all options shall be equal to the fair market value of the ordinary shares on the date of the grant (i.e., an exercise price equal to the market price of
our ordinary shares on the date of the annual meeting approving the election or reelection of a director or the date of commencement of office, if different).
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Grant Type: Restricted Share Units (“RSUs”).
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Value; Vesting: A total grant value of $120,000 for each year in which such non-employee director holds office. The RSUs are granted for three years in advance, and therefore every director
receives an initial grant of RSUs with a total grant value of $360,000, which vest over a period of three years, with one third to vest upon each anniversary of service, provided that the director still serves on the Company’s Board of
Directors on the date of vesting.
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Grant Date: The grant is made on the date of the director’s election (or the date of commencement of office, if different), and thereafter, every three years, if re-elected, an additional grant of
RSUs with a total grant value of $360,000 will be made on the date of each annual meeting in which such director is re-elected for a period of three years.
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Number of RSUs: In light of the foregoing, there will not be a fixed number of RSUs, but rather a fixed total grant value of $360,000 (“TGV”), such that the number of RSUs actually granted on
each grant date shall be derived from the share price on the grant date. For example, if our share price immediately before the Meeting (which is also the Grant Date) is $20 per share, then our
non-employee directors being re-elected at the Meeting will receive a grant of 18,000 RSUs (which vest over three years as described above).
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Exercise Price: None.
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Other Terms: All other terms and conditions in connection with the above equity-based grants shall be as set forth in the Company’s Key Employee Stock Option Plan 1997, as amended (or any other
successor plan adopted by the Company prior to the applicable Grant Date) and the award agreements approved by our Compensation Committee and Board of Directors.
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✔ |
The Effective Freeze on Non-Employee Director Compensation. Our Compensation
Committee and Board of Directors considered the fact that:
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Non-employee directors’ cash compensation has not been modified since July 2009;
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Non-employee directors’ equity-based compensation has not been modified since July 2009; and
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In terms of total grant value, the value of the proposed equity-based grants (in RSUs) is substantially the same as the current policy of making grants (in share options). See above.
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Use of Shares & Dilution. Our Compensation Committee and Board of
Directors manage our equity incentive plans to monitor, among other things, long-term shareholder dilution, burn rate and equity-based compensation expense. To that end, our
Compensation Committee and Board of Directors considered, among other things, that, commencing in April 2013, we started moving away from making equity-based grants in the form of options to equity-based grants in the form of RSUs.
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Our Compensation Policy. Our Compensation Committee and Board of Directors considered our Compensation
Policy and other elements of compensation payable to non-employee directors, including other factors set forth in the Companies Law.
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Disinterested Vote. Our Compensation Committee and Board of Directors
considered that the proposed compensation described above is the result of a careful deliberation process and, as required by Israeli law, will be subject to approval by a special majority of disinterested shareholders (see under
“Required Vote” below).
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We must receive the written shareholder proposal (i) not less than 90 calendar days prior to the first anniversary of the 2023 AGM, and (ii) not more than 150 days prior to the first anniversary of the 2023 AGM;
provided that if the date of the Next AGM is advanced by more than 30 calendar days prior to, or delayed (other than as a result of adjournment) by more than 30 calendar days after, the anniversary of the 2023 AGM, proposal by the
shareholder to be timely must be so delivered not later than the earlier of (i) the 7th calendar day following the day on which we call and provide notice of the Next AGM (or such earlier time permitted by applicable law) and (ii) the 14th
calendar day following the day on which public disclosure of the date of such meeting is first made (or such earlier time permitted by applicable law); and
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The written shareholder proposal must be in English and set forth various information required under our Articles of Association about, among other things, the proposing shareholder and the shareholder proposal as
well as any other information reasonably requested by the Company. The Company shall be entitled to publish information provided by a proposing shareholder, and the proposing shareholder shall be responsible for the accuracy thereof. In
addition, shareholder proposals must otherwise comply with applicable law and our Articles of Association. Radware may disregard shareholder proposals that are not timely and validly submitted.
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RADWARE LTD.
22 RAOUL WALLENBERG ST.
TEL AVIV 6971917, ISRAEL
ATTN: GADI MEROZ
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VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on October 18, 2023. Follow the
instructions to obtain your records and to create an electronic voting instruction form.
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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.
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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 October 18, 2023. Have your proxy card in hand when you call and then
follow the instructions.
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VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood,
NY 11717.
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TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
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V23561-P98438
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KEEP THIS PORTION FOR YOUR RECORDS
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THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
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DETACH AND RETURN THIS PORTION ONLY
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RADWARE LTD.
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The Board of Directors recommends you vote FOR proposals 1 - 3:
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1. |
Election of Class III director (until the Annual General Meeting of Shareholders to be held in 2026).
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For |
Against
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Abstain
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1a. |
Mr. Stanley B. Stern
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☐ | ☐ |
☐
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1b.
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Mr. Israel Mazin
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☐ | ☐ | ☐ | |||
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2. |
To approve grants of equity-based awards to non-employee directors.
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☐ | ☐ | ☐ |
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Yes |
No
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2a. |
Please confirm that you ARE NOT a "controlling shareholder" and DO NOT have a "personal interest" in
Proposal 2 by checking the "NO" box. If you cannot confirm the same, check the "YES" box. As described under the heading "Required Vote" in item 2 of the Proxy Statement, "personal
interest" generally means that you have a personal benefit in the matter which is not solely a result of shareholdings in Radware.
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☐ |
☐
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For |
Against |
Abstain |
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3. |
To approve the reappointment of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, as
the Company’s auditors, and to authorize the Board of Directors to delegate to the Audit Committee the authority to fix their remuneration in accordance with the volume and nature of their
services.
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☐ |
☐
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☐
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IMPORTANT INSTRUCTION (PERSONAL INTEREST): If you are unable to make the aforesaid confirmations for any reason or have questions whether you are a controlling shareholder or
have a personal interest, please contact Adv. Gadi Meroz at telephone number: +972-72-391-7045; fax number: +972-3-766-8982; or email gadime@Radware.com or, if you hold your shares in "street name", you may also contact the
representative managing your account, who could then contact the Company's General Counsel on your behalf.
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Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as
such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.
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Signature [PLEASE SIGN WITHIN BOX]
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Date |
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Signature (Joint Owners)
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Date |
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V23562-P98438
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