EX-99.3 4 f6k1123ex99-3_brenmiller.htm PROXY CARD FOR THE SPECIAL GENERAL MEETING TO BE HELD ON DECEMBER 6, 2023.

Exhibit 99.3

BRENMILLER ENERGY LTD.
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints, Mr. Avraham Brenmiller, Chief Executive Officer and Chairman of the Board of Directors, Mr. Ofir Zimmerman, Chief Financial Officer, and each of them, agents and proxies of the undersigned, with full power of substitution to each of them, to represent and to vote on behalf of the undersigned all the Ordinary Shares of Brenmiller Energy Ltd. (the “Company”) which the undersigned is entitled to vote at the Special General Meeting of Shareholders (the “Meeting”) to be held on December 6, 2023 at 4:00 p.m. Israel time, at 13 Amal St. 4th Floor, Park Afek, Rosh Haayin, 4809249 Israel, and at any adjournments or postponements thereof, upon the following matters, which are more fully described in the Notice of Special General Meeting of Shareholders and proxy statement relating to the Meeting.

This Proxy, when properly executed, will be voted in the manner directed herein by the undersigned. If no direction is made with respect to any matter, this Proxy will be voted FOR such matter.

(Continued and to be signed on the reverse side)

 

BRENMILLER ENERGY LTD.
SPECIAL GENERAL MEETING OF SHAREHOLDERS

Date of Meeting: December 6, 2023

PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE
MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE ☒

1.      To approve the grant of an indemnification and exemption letter by the Company to Mr. Boaz Toshav, one of the Company’s non-Executive directors.

☐  FOR                    ☐  AGAINST                    ☐  ABSTAIN

2.      To approve a grant of equity-based compensation to Mr. Boaz Toshav, one of the Company’s non-executive directors.

☐  FOR                    ☐  AGAINST                    ☐  ABSTAIN

       

 

  

 

  

 

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Please sign exactly as your name appears on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, trustee or guardian, please give full title as such. If the signed 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.