Exhibit 99.1 |
RADA Electronic Industries Ltd. Proxy Statement for an Extraordinary General Meeting of Shareholders to be held on November 28, 2022.
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Exhibit 99.2 |
Form of RADA Electronic Industries Ltd. Proxy Card.
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RADA Electronic Industries Ltd.
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(Registrant)
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By:
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/s/ Dov Sella
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Dov Sella
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Chief Executive Officer
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EXHIBIT NO.
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DESCRIPTION
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By Order of the Board of Directors,
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/s/ Avi Israel
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Avi Israel
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Corporate Secretary
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Voting in Person. If your shares are registered directly in your name with our transfer agent (i.e., you are a “registered shareholder”), you may attend and vote in person at
the Meeting. If you are a beneficial owner of shares registered in the name of your broker, bank, trustee or nominee (i.e., your shares are held in “street name”), you are also invited to attend the Meeting; however, to vote in person at
the Meeting as a beneficial owner, you must first obtain a “legal proxy” from your broker, bank, trustee or nominee authorizing you to do so.
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Voting by Mail. You may submit your proxy by mail by completing, signing and mailing the enclosed proxy card in the enclosed, postage-paid envelope, or, for shares held in
street name, by following the voting instructions provided by your broker, bank trustee or nominee. The proxy must be received by our transfer agent or at our registered office in Israel at least forty-eight (48) hours prior to the
appointed time of the Meeting to be validly included in the tally of Ordinary Shares voted at the Meeting.
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If you are a beneficial owner and your shares are held through the TASE, in order to vote you must complete, sign and date the proxy card (in the form filed on MAGNA, the distribution site of the Israel
Securities Authority, at www.magna.isa.gov.il and MAYA, the reporting site of the TASE at www.maya.tase.co.il ) and attach to it an ownership certificate from the TASE Clearing House member through which your shares are registered
indicating that you were the beneficial owner of the shares on October 26, 2022, the record date for voting. The proxy card, together with the ownership certificate must be received at our registered office in Israel (in person, by mail
or via fax to: +972-9885-5885 Attention: Dafna Sror, corporate controller), at least forty-eight (48) hours prior to the appointed time of the Meeting, to be validly included in the tally of Ordinary Shares voted at the Meeting. 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.
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reviewing our corporate news and SEC filings at: https://www.rada.com/investors;
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reviewing our SEC filings through the SEC’s EDGAR filing system at www.sec.gov;
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reviewing our ISA filings through the ISA’s MAGNA distribution system at www.magna.isa.gov.il; or
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reviewing our TASE filings through the TASE’s MAYA filing system at www.maya.tase.co.il
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Name
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Number of Ordinary Shares Beneficially Owned(1)
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Percentage of Ownership
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The Phoenix Holding Ltd. (2)
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4,242,814
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8.53
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%
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Wellington Group Holdings LLP (3)
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3,319,054
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6.67
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%
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Franklin Resources Inc. (4)
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2,961,648
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5.95
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%
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Directors and Executive Officers
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Yossi Ben Shalom(5)
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2,028,253
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3.96
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%
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Alon Dumanis
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9,374
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*
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%
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Yossi Weiss
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9,374
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*
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%
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Ofra Brown
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—
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*
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%
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Chaim Gofen
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—
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*
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%
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Guy Zur
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9,374
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*
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%
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Dubi Sella
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553,125
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1.08
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%
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Avi Israel
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193,125
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*
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%
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Oleg Kiperman
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90,061
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*
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%
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Yaniv Dorani
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159,375
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*
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%
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Max Cohen
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111,250
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*
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%
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William (Bill) Watson
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293,750
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*
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%
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Scott Wood
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29,686
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*
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%
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Alon Amitay
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—
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*
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%
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All directors and executive officers as a group (13 persons)
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3,486,747
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6.80
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%
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* Less than 5%
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(1) |
Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Ordinary Shares relating to options and notes currently exercisable or convertible
or exercisable or convertible within 60 days of the date of this table are deemed outstanding for computing the percentage of the person holding such securities but are not deemed outstanding for computing the percentage of any other
person. Except as indicated by footnote, and subject to community property laws where applicable, the persons named in the table above have sole voting and investment power with respect to all shares shown as beneficially owned by them.
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(2) |
Based on a Schedule 13G/A filed with the SEC on February 7, 2022 by The Phoenix Holdings Ltd. The address of its principal office is Derech Hashalom 53, Givataim, 53454, Israel.
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(2) |
Based on an initial Schedule 13G filed with the SEC on February 4, 2022 by Wellington Group Holdings LLP. The address of its principal office is 280 Congress Street, Boston MA 02210.
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(3) |
Based on an initial Schedule 13G filed with the SEC on February 7, 2022 by Franklin Resources Inc. (together with Templeton Investment Counsel, LLC). The address of the principal office of Franklin Resources is One Franklin Parkway, San
Mateo CA 94403.
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(4) |
Mr. Yossi Ben Shalom and Mr. Barak Dotan, by virtue of their relationship with and indirect interests in DBSI Investments Ltd. (“DBSI”), may be deemed to control DBSI and consequently share the beneficial ownership of the 1,981,379 RADA
shares beneficially owned by DBSI (based on a Schedule 13D/A filed on May 26, 2021 with the SEC by DBSI), including the right to jointly direct the voting of, and disposition of, such shares. Mr. Barak Dotan holds his shares of DBSI through
his ownership of B.R.Y.N. Investments Ltd. Mr. Yossi Ben Shalom holds his shares of DBSI through his control of White Condor Holdings Ltd. and Pulpit Rock Investments Ltd. The address of DBSI is 85 Medinat Hayehudim Street, Herzliya
4676670, Israel.
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Mr. Yossi Ben Shalom has been instrumental in and to RADA’s turnaround since his appointment as Executive Chairman of our Board in May 2016 following DBSI Investments Ltd.’s acquisition of a controlling interest in RADA. Such
turnaround process resulted, among other things, in the following achievements:
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Fund raising of over $100M;
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Change of management, investment in growth that took RADA from just over 80 employees to the current over-340 employees, of which over 90 are employed by our subsidiaries in the USA;
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Adopting a unique business model in the defense market known as “RADA-Inside”, that increased annual revenues from less-than $13M in 2016 to over-$117M in 2021;
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RADA became a global leader in the market niche of “Tactical Radars for the Maneuver Force”, and our presence in the US market increased significantly, comprising over 72% of revenues in 2021; and
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Generating extraordinary shareholders’ value of well over 1,000%, since becoming the Executive Chairman in May 2016.
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In the recent two years, Mr. Yossi Ben Shalom led the process of the proposed integration of RADA with a stronger defense corporation, which process has successfully resulted in the execution of the merger agreement with DRS, a merger
agreement that was approved by over 99% of our shareholders who voted at the October EGM.
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Mr. Yossi Ben Shalom had a unique contribution in negotiating and facilitating the entry into the merger agreement. In addition, Mr. Yossi Ben Shalom was instrumental in and had a material contribution in having the merger agreement and
the transactions contemplated thereunder approved by our shareholders and receiving the numerous regulatory approvals that are required for the consummation of the merger, and the transactions contemplated thereunder.
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The result of the vote in connection with the payment of the proposed bonus to Mr. Yossi Ben Shalom in the October EGM was very close, with 47.9% of the shares voted voting for and 52.1% voted against, establishing that there is a
substantial portion of our shareholders that agrees with the position of our Audit and Compensation Committee and Board of Directors on this matter.
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The compensation that was paid to Mr. Yossi Ben Shalom during his tenure as our Executive Chairman of our Board of Directors, has not changed since 2018, despite of the exponential improvements in RADA’s results and his substantial
contribution to our growth and success.
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While RADA is an Israeli company, its shares are traded on the NASDAQ since 1985, and in the TASE only since early 2021. Over 72% of its revenues are generated from
the US market and its business is focused on the US market. Therefore, the proposed bonus should be evaluated in relation to compensation terms for companies in the US market.
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By Order of the Board of Directors,
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/s/ Avi Israel
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Avi Israel
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Corporate Secretary
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1. |
The approval of payment of a transaction bonus to RADA’s Executive Chairman of the Board.
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☐ FOR | ☐ AGAINST | ☐ ABSTAIN |
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1A. By marking the “YES” box, you confirm that you are not a “controlling shareholder” and do not have a “personal interest” (each as defined in the Israeli Companies
Law) in the approval of Proposal 1. If you cannot make such confirmation, please check the “NO” box.
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YES
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NO
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