HUB Cyber Security Ltd.

Voting Form in Accordance with the Companies Regulations (Written Voting Form and

Position Statements), 5762 - 2005 (the "Regulations")

Part One

  1. Company name: HUB Cyber Security Ltd. ("the Company").
  2. 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").
  3. 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

-2-

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:

-3-

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,

-4-

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.

-5-

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.

  1. 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."
  2. 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."
Attention: This is an excerpt of the original content. To continue reading it, access the original document here.

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

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.