HUB Cyber Security Ltd.
Voting Form in Accordance with the Companies Regulations (Written Voting Form and
Position Statements), 5762 - 2005 (the "Regulations")
Part One
- Company name: HUB Cyber Security Ltd. ("the Company").
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Type of General Meeting, its time and location: An annual general meeting (the
"Annual Meeting") of the Company's shareholders, which will be held at 30 Ha'Masger
St., Tel Aviv, Israel 6721117 on November 3, 2023, at 09:00 a.m. Israel time.
If a quorum is not present, the Annual Meeting will be adjourned to the same day in the next week, at the same time and place, or to such day and at such time and place as the Chairperson of the Annual Meeting may determine (the "Adjourned Meeting"). - Details of the items on the agenda, in respect of which it is possible to vote through the voting form and a summary of the proposed resolutions (in each case, as further detailed in the Proxy Statement to be published in conjunction with this Voting
Form (the "Proxy Statement"):
3.1. Item No. 1.a. on the agenda is the approval of re-electionof Beth Michelson as a Class I director, to serve until the 2026 Annual General Meeting of shareholders, and until her successor has been duly elected and qualified, or until her office is vacated in accordance with the Company's Articles of Association or the Israel
Companies Law, 5759-1999(the "Israel Companies Law");
The following are details regarding Beth Michelson, in accordance with Regulations 26 and 36B(a)(10) of the Reports Regulations (Periodic and Immediate Reports), 1970 ("Reporting Regulations"), as submitted to the Company:
Name of Director | Beth Michelson | ||||
Passport Number | 598811028 | ||||
Date of Birth | 19/05/1969 | ||||
Address for the providing court | 240W 102nd street, NY | ||||
documents | |||||
Citizenship | American | ||||
Date of commencement of office | 01/06/2023 | ||||
Membership in a committee or | audit | committee, | compensation | ||
committees of the board of | committee | and | nominating, | ||
directors | governance, | compliance | and | ||
sustainability committee | |||||
External director or independent | No | ||||
director | |||||
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Has accounting | and financial | No | |||
expertise | or | professional | |||
qualification | |||||
Expert external director | No | ||||
Employee of the Company, a | No | ||||
subsidiary, a related Company or | |||||
an interested party thereof | |||||
Education | BA from university of Michigan; MIA, | ||||
International | Finance from | Columbia | |||
University and MBA from Columbia | |||||
Business School. | |||||
Other corporations in which she | Partner, Cartesian Capital Group; CFO | ||||
serves as a board member as well as | and board director, Cartesian Growth | ||||
occupations in the last five (5) years | Corporation | II; management team | |||
leader, Cartesian Growth Corporation. | |||||
Also serves as a board member at | |||||
NorthStar Earth & Space, Safeguard | |||||
Scientifics, | Tiendamia.Thermal | ||||
Management Solutions, The Jerome A. | |||||
Chazen Institute for Global Business, | |||||
BRILIA. | Cartesian | Growth | |||
Corporation II. | |||||
A relative of an interested party of | No | ||||
the Company | |||||
A director that the Company | No | ||||
considers to have accounting and | |||||
financial expertise for the purpose | |||||
of meeting the minimum number | |||||
determined by the board of | |||||
directors under section 92 (a) (12) | |||||
of the Israel Companies Law | |||||
The proposed resolution: "RESOLVED, that Beth Michelson be re-elected as a Class I director, to serve until the 2026 Annual Meeting of the shareholders, and until her successor has been duly elected and qualified, or until her office is vacated in accordance with the Company's Articles of Association or the Israel Companies Law, 5759-1999;"
3.2. Item No. 1.b. on the agenda is the approval of re-electionof Ilan Flato as a Class I director, to serve until the 2026 Annual General Meeting of shareholders, and until his successor has been duly elected and qualified, or until his office is vacated in accordance with the Company's Articles of Association or the Israel Companies
Law;
The following are details about Ilan Flato, in accordance with Regulations 26 and 36B(a)(10) of the Reporting Regulations, as submitted to the Company:
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Name of Director | Ilan Flato | |||||||
ID Number | 054268610 | |||||||
Date of Birth | 11/09/1956 | |||||||
Address for the providing court | 7 Alof Kalman Magen St. Tel Aviv | |||||||
documents | ||||||||
Citizenship | Israeli | |||||||
Date of commencement of office | 18/04/2023 | |||||||
Membership in a committee or | audit | committee, | compensation | |||||
committees of the board of directors | committee | and | nominating, | |||||
governance, | compliance | and | ||||||
sustainability committee | ||||||||
External | director | or independent | Independent director | |||||
director | ||||||||
Has accounting | and | financial | No | |||||
expertise or professional qualification | ||||||||
Expert external director | No | |||||||
Employee of the Company, a | No | |||||||
subsidiary, a related Company or an | ||||||||
interested party thereof | ||||||||
Education | BA Economic, Tel Aviv University | |||||||
(1979-1982); Bachelor of Laws | ||||||||
(LLB, | Law), | Netanya Academic | ||||||
College (2007-2011); Masters | ||||||||
degree, | Information | Technology, | ||||||
Clark University (2005-2006); | ||||||||
master, law, Bar-Ilan University | ||||||||
(2006). | ||||||||
Other corporations in which she | President and CEO of the | |||||||
serves as a board member as well as | Association | of Publicly | Traded | |||||
occupations in the last five (5) years | Companies on the Tel-Aviv Stock | |||||||
Exchange. Also serves as a board | ||||||||
member at Tower Semiconductor. | ||||||||
A relative of an interested party of the | No | |||||||
Company | ||||||||
A director that the Company | No | |||||||
considers to have accounting and | ||||||||
financial expertise for the purpose of | ||||||||
meeting | the minimum | number | ||||||
determined by the board of directors | ||||||||
under section 92 (a) (12) of the Israel | ||||||||
Companies Law | ||||||||
The proposed resolution: "RESOLVED, that Ilan Flato be re-elected as a Class I director, to serve until the 2026 Annual Meeting of the shareholders,
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and until his successor has been duly elected and qualified, or until his office is vacated in accordance with the Company's Articles of Association or the Israel Companies Law, 5759-1999;"
3.3. Item No. 1.c. on the agenda is the approval of re-electionof Noah Hershcoviz as a Class I director, to serve until the 2026 Annual General Meeting of shareholders, and until his successor has been duly elected and qualified, or until his office is vacated in accordance with the Company's Articles of Association or the Israel
Companies Law;
The following are details about Noah Hershcoviz, in accordance with Regulations
26 and 36B(a)(10) of the Reporting Regulations, as submitted to the Company:
Name of Director | Noah Hershcoviz | |||
ID Number | 054268610 | |||
Date of Birth | 31/10/1982 | |||
Address for the providing court | Leah Goldberg 12 Tel Aviv | |||
documents | ||||
Citizenship | Israeli | |||
Date of commencement of office | 03/10/20231 | |||
Membership in a committee or | __ | |||
committees of the board of directors | ||||
External director | or independent | No | ||
director | ||||
Has accounting | and financial | Yes | ||
expertise or professional qualification | ||||
Expert external director | No | |||
Employee of the Company, a | Chief Strategy Officer of the | |||
subsidiary, a related Company or an | Company | |||
interested party thereof | ||||
Education | Dual Degree in Law (LL.B) and | |||
Accounting | (B.A), | The | ||
Interdisciplinary | Center, | Herzliya, | ||
Israel (2007-2012) | ||||
Admitted to The Israel Bar | ||||
Association - June 2013 | ||||
Admitted to The Israel Auditors' | ||||
Council bar - December 2013 | ||||
Other corporations in which she | serves as a board member at A-labs | |||
serves as a board member as well as | Finance and Advisory (2017- | |||
occupations in the last five (5) years | current); Black swan Technologies | |||
(2021-current); Sency.ai (2020- | ||||
current); 12.64 Fund (2021-current); |
1 Mr. Noah Hershcoviz was appointed by the Board of Directors of the Company.
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Oceansix (2020-2022); Adrabbit | |
(2021-current);A-Labs Capital II | |
(2021-current). | |
A relative of an interested party of the | No |
Company | |
A director that the Company | Yes |
considers to have accounting and | |
financial expertise for the purpose of | |
meeting the minimum number | |
determined by the board of directors | |
under section 92 (a) (12) of the Israel | |
Companies Law | |
The proposed resolution: "RESOLVED, that Noah Hershcoviz be re-elected as a Class I director, to serve until the 2026 Annual Meeting of the shareholders, and until his successor has been duly elected and qualified, or until his office is vacated in accordance with the Company's Articles of Association or the Israel Companies Law, 5759-1999;"
Please note that the vote for each of the foregoing candidates will be conducted separately. For further details regarding the terms of office to which the candidates will be eligible (if and to the extent they are appointed as directors of the Company), please see the Proxy Statement.
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Item No. 2a on the agenda is to authorize the Company's Board of Directors to effect a reverse share split of the Company's ordinary shares, no par value, at a ratio in the range of 1-for-10to 1-for-20,with the final ratio and effective date to be determined by the Company's Board of Directors and to approve amendments to the Company's Articles of Association and Memorandum of Association accordingly by reducing the Company's authorized share capital by a corresponding proportion;
The proposed resolution: "RESOLVED, to authorize the Company's Board of Directors to effect a reverse share split of the Company's ordinary shares, no par value, at a ratio in the range of 1-for-10 to 1-for-20, with the final ratio and effective date to be determined by the Company's Board of Directors and to approve amendments to the Company's Articles of Association and Memorandum of Association accordingly by reducing the Company's authorized share capital by a corresponding proportion." - Item No. 2.b. on the agenda is the approval of an amendment to the Company'sMemorandum of Association to add a provision that it may be amended by the
Company's shareholders by the affirmative vote of a simple majority of the shares voted on the matter;
The proposed resolution: "RESOLVED, to amend the Company's
Memorandum of Association by adding a provision that it may be amended by the Company's shareholders by the affirmative vote of a simple majority of the shares voted on the matter."
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HUB Cyber Security Israel Ltd. published this content on 08 October 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 08 October 2023 17:09:05 UTC.