EX-99 3 exhibit_2.htm EXHIBIT 2

Exhibit 2

SILICOM LTD.

Annual General Meeting of Shareholders to be held on June 14, 2023

THIS PROXY IS SOLICITED ON BEHALF OF MANAGEMENT

The undersigned shareholder of Silicom Ltd. (the "Company") hereby appoints Mr. Eran Gilad, the true and lawful attorney, agent and proxy of the undersigned, to vote, as designated below, all of the Ordinary Shares of the Company which the undersigned is entitled in any capacity to vote at the Annual General Meeting of Shareholders of the Company, to be held at the corporate offices of the Company at 14 Atir Yeda Street, Kfar Sava 4464323, Israel on Wednesday June 14, 2023, at 14:00, (Israel time), and all adjournments and postponements thereof.

(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)




THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED HEREIN.

EXCEPT AS MENTIONED OTHERWISE IN THE PROXY STATEMENT AND BELOW ON THIS PROXY, IF NO DIRECTION IS INDICATED, THIS PROXY WILL BE VOTED "FOR" THE PROPOSALS HEREIN.

Please mark your vote as in this example   ☒
   

PROPOSAL NO. 1: To approve a proposal to re-elect Mr. Yeshayahu ('Shaike') Orbach to the Company's Board of Directors, to hold office as director for a three-year term commencing on the date of the Meeting until the Annual General Meeting of Shareholders to be held in the year 2026, and until his successor has been duly elected.

FOR
AGAINST
ABSTAIN
PROPOSAL NO. 2: To approve the grant of 13,333 options to purchase Ordinary Shares of the Company pursuant to the Company’s Global Share Incentive Plan (2013) (the “Plan”) and in compliance with the Company’s Compensation Policy and Compensation Policy Cap (as such terms are defined in the Proxy Statement) to Mr. Avi Eizenman, the Active Chairman of the Company's Board of Directors.
 
FOR
AGAINST
ABSTAIN
 
 
 
PROPOSAL NO. 3: To approve the grant of 13,333 options to purchase Ordinary Shares of the Company pursuant to the Plan and in compliance with the Compensation Policy and the Compensation Policy Cap to Mr. Liron Eizenman, the Company’s President and Chief Executive Officer.
FOR
AGAINST
ABSTAIN
 
 
 
DO YOU HAVE A "PERSONAL INTEREST" (AS DEFINED BELOW) WITH RESPECT TO THE SUBJECT MATTER OF PROPOSAL 3? (PLEASE NOTE: IF YOU DO NOT MARK EITHER YES OR NO YOU WILL BE DEEMED AS HAVING A PERSONAL INTEREST WITH RESPECT TO PROPOSAL 3 AND YOUR VOTE WILL NOT BE COUNTED FOR THE SPECIAL DISINTERESTED MAJORITY REQUIRED FOR THE APPROVAL OF PROPOSAL 3).
YES
 
NO
 
 
PROPOSAL NO. 4:   To approve the grant of 25,000 Restricted Stock Units pursuant to the Plan and in compliance with the Compensation Policy and the Compensation Policy Cap to Mr. Avi Eizenman, the Active Chairman of the Company's Board of Directors.
FOR
AGAINST
ABSTAIN
 
 
 
PROPOSAL NO. 5:   To approve the grant of 25,000 Restricted Stock Units pursuant to the Plan and in compliance with the Compensation Policy and the Compensation Policy Cap to Mr. Liron Eizenman, the Company's President and Chief Executive Officer.
FOR
AGAINST
ABSTAIN
 
 
 
DO YOU HAVE A "PERSONAL INTEREST" (AS DEFINED BELOW) WITH RESPECT TO THE SUBJECT MATTER OF PROPOSAL 5? (PLEASE NOTE: IF YOU DO NOT MARK EITHER YES OR NO YOU WILL BE DEEMED AS HAVING A PERSONAL INTEREST WITH RESPECT TO PROPOSAL 5 AND YOUR VOTE WILL NOT BE COUNTED FOR THE SPECIAL DISINTERESTED MAJORITY REQUIRED FOR THE APPROVAL OF PROPOSAL 5).

YES
 
NO
 
 
PROPOSAL NO. 6:  To approve a proposal to approve the appointment of Kesselman & Kesselman Certified Public Accountants (Isr.), PwC Israel, as the independent public accountants of the Company for the year ending December 31, 2023, and until the next Annual General Meeting of Shareholders of the Company, and to authorize the Audit Committee of the Board of Directors to fix the compensation of such auditors in accordance with the amount and nature of their services.
FOR
AGAINST
ABSTAIN
 
 
 

 
The undersigned hereby acknowledges receipt of the Notice of the Annual General Meeting, revokes any proxy or proxies heretofore given to vote upon or act with respect to the undersigned’s shares and hereby ratifies and confirms all that the proxies, their substitutes, or any of them, may lawfully do by virtue hereof.
 
____________________________
 
______________________________________
 
_______________________
(NAME OF SHAREHOLDER)
 
(SIGNATURE OF SHAREHOLDER)
 
(DATE)

Each shareholder voting at the meeting or prior thereto by means of the accompanying proxy card is requested to notify us if they have a Personal Interest in connection with Proposals: 3 and 5 (each, a “Personal Interest Proposal”), as a condition for their vote to be counted with respect to the Personal Interest Proposals. If any shareholder casting a vote in connection hereto does not notify us if they have a Personal Interest with respect to a Personal Interest Proposal, they will be deemed as having a Personal Interest with respect to such Personal Interest Proposal and their vote will not be counted for the special disinterested majority required.

For this purpose, "Personal Interest" is defined as: (1) a shareholder's personal interest in the approval of an act or a transaction of the Company, including (i) the personal interest of his or her relative (which includes for these purposes any members of his/her (or his/her spouse's) immediate family or the spouses of any such members of his or her (or his/her spouse's) immediate family); and (ii) a personal interest of a body corporate in which a shareholder or any of his/her aforementioned relatives serves as a director or the chief executive officer, owns at least 5% of its issued share capital or its voting rights or has the right to appoint a director or chief executive officer, but (2) excluding a personal interest arising solely from the fact of holding shares in the Company or in a body corporate.