EX-99.3 4 exhibit_99-3.htm EXHIBIT 99.3
Exhibit 99.3

 YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY.
 
ELLOMAY CAPITAL LTD
2020 Annual General Meeting of
Shareholders
 
 
May 13, 2020,
4:00 p.m., Israel time
 
This Proxy is Solicited On Behalf
Of The Board Of Directors
 
 PLEASE BE SURE TO MARK, SIGN, DATE AND RETURN YOUR
 PROXY CARD IN THE ENVELOPE PROVIDED
 
FOLD AND DETACH HERE AND READ THE REVERSE SIDE
PROXY    
Please mark
            your votes      ☒
      like this       
 
              FOR
AGAINST
 ABSTAIN
1.
To reelect four members of the Board of Directors to hold office until the next annual general meeting of shareholders and until their respective successors are duly elected and qualified.
  3.
To reappoint Somekh Chaikin, a member of KPMG International, as the independent auditors of the Company for the fiscal year ending December 31, 2020, and until the next annual general meeting of shareholders, and that the Board of Directors, following the approval of the Audit Committee, be, and it hereby is, authorized to approve the payment of fees of said independent auditors, considering the volume and nature of their services.
  ☐  ☐ ☐
 
The nominees are:  
 
   FOR AGAINST ABSTAIN          
 
(a)  Shlomo Nehama  
☐
☐
☐
 



 
(b)  Ran Fridrich
 ☐ ☐ ☐    


 
(c)  Hemi Raphael
 ☐ ☐ ☐        
  (d)  Anita Leviant  ☐ ☐ ☐          
                   
2a.
To ratify and approve the purchase of directors and officers liability insurance policy.
FOR
☐
  AGAINST
☐
 ABSTAIN
☐
        
       
 
 
 
 
 
 
 
 
 
 
 
2b.
In connection with Proposal 2a, please indicate whether you are a controlling shareholder or have a personal interest in the Proposal and, if you indicate YES, please provide details
YES
☐
 NO
☐
 
 
 
 
 
 
 
 
 
                   
                           


 

  CONTROL NUMBER  
 
 
   
 

            

 Signature____________________________________________________ Signature if held jointly__________________________________________ Date________________, 2020.
 
NOTE: Your signature should appear the same as your name appears hereon. In signing as attorney, administrator, executor, trustee or guardian, please indicate the capacity in which signing. If two or more persons are joint owners of a share, this instrument must be executed by the person who is registered first in the Company’s Register of Members. When a proxy is given by a corporation, it should be signed by an authorized officer using the corporation’s full name and the corporate seal, if any, affixed. When a proxy is given by a partnership, it should be signed by an authorized person using the partnership’s full name. PLEASE MARK, DATE, SIGN AND RETURN THE PROXY CARD PROMPTLY USING THE SELF-ADDRESSED ENVELOPE ENCLOSED.
 
2020 Annual General Meeting of Shareholders
 
ELLOMAY CAPITAL LTD.
 
18 Rothschild Boulevard, 1st Floor
Tel-Aviv 6688121, Israel
May 13, 2020,
4:00 p.m., Israel time
  
PLEASE BE SURE TO MARK, SIGN, DATE AND RETURN YOUR
PROXY CARD IN THE ENVELOPE PROVIDED
 
FOLD AND DETACH HERE AND READ THE REVERSE SIDE
PROXY
 
ELLOMAY CAPITAL LTD.
 
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 13, 2020

The undersigned, a shareholder of Ellomay Capital Ltd., an Israeli company (the “Company”), revoking any previous proxies, does hereby appoint Kalia Weintraub and Adv. Guy Eizenberg (each of them, or any substitute, hereinafter, the “Proxy”), or either one of them, with the full power of substitution, and hereby authorizes the Proxy to represent and to vote, as designated on the reverse side, all ordinary shares, NIS 10.00 nominal value per share, of the Company which the undersigned is entitled to vote at the Annual General Meeting of Shareholders of the Company to be held at the offices of the Company at 18 Rothschild Boulevard, 1st Floor, Tel-Aviv 6688121, Israel, and/or via teleconference, on Wednesday, May 13, 2020, at 4:00 p.m., Israel time (the “Meeting”), and any adjournment(s) or postponement(s) thereof, and hereby revoking any prior proxies to vote said shares, upon the following items of business and related resolutions as more fully described in the notice of and proxy statement for such Annual General Meeting (receipt of which is hereby acknowledged):

WHEN PROPERLY MARKED AND EXECUTED, THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED HEREIN. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR” THE PROPOSALS SET FORTH HEREIN. PLEASE NOTE THAT YOU ARE REQUIRED TO INDICATE WHETHER OR NOT YOU ARE A CONTROLLING SHAREHOLDER OR HAVE A PERSONAL INTEREST, AS THE CASE MAY BE, IN CONNECTION WITH THE APPROVAL OF PROPOSAL 2a BY MARKING ITEM 2b, WHETHER YOU VOTE FOR OR AGAINST SUCH PROPOSAL. IF YOU FAIL TO MARK ITEM 2b, YOUR VOTE WILL NOT BE COUNTED WITH RESPECT TO THE SPECIAL MAJORITY REQUIRED FOR PROPOSAL 2a, WHETHER OR NOT A VOTE WITH RESPECT TO SUCH PROPOSAL IS MARKED. IF YOU PROPERLY MARK ITEM 2b AND NO DIRECTION IS MADE UNDER PROPOSAL 2a, THIS PROXY WILL BE VOTED “FOR” PROPOSAL 2a. FOR THE FULL TEXT OF EACH RESOLUTION SEE THE RELEVANT ITEM IN THE PROXY STATEMENT.

With respect to any additional matters as may properly come before the Meeting and any adjournment or postponement thereof, said Proxy will vote in accordance with the recommendation of the Company’s Board of Directors.

(Continued, and to be marked, dated and signed, on the other side)