VOTE BY MAIL
Mark, sign and date your proxy card and return it in the
postage-paid envelope we have provided or return it to Vote Processing, c/o
Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: | |
M60851-Z60927 | KEEP THIS PORTION FOR YOUR RECORDS |
DETACH AND RETURN THIS PORTION ONLY | |
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. |
STRATASYS LTD. |
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The Board of Directors recommends a VOTE FOR Proposals 1, 2, 3, 4, 5, 6, 7 and 8. | For | Against | Abstain | |||||
1. | To approve an amendment to the Companys Amended and Restated Articles of Association (the Articles of Association) to increase the number of directors constituting the Companys Board of Directors (the Board) from nine to ten by adding an unclassified director and to make conforming changes to the Articles of Association. | ¨ | ¨ | ¨ | ||||
2. | Contingent upon approval of Proposal 1, to elect Ms. Ziva Patir, who also qualifies as an unaffiliated director under the Israeli Companies Law 5759-1999, to serve as the unclassified director of the Company, and to approve the terms of her compensation. | ¨ | ¨ | ¨ | ||||
3. | To approve the terms of the compensation of Mr. Edward J. Fierko, Mr. John J. McEleney, and Mr. Clifford H. Schwieter, as directors of the Company: | |||||||
3a. Mr. Edward J. Fierko | ¨ | ¨ | ¨ | |||||
3b. Mr. John J. McEleney | ¨ | ¨ | ¨ | |||||
3c. Mr. Clifford H. Schwieter | ¨ | ¨ | ¨ | |||||
4. | To approve the terms of up to four (4) grants of options, each consisting of the right to purchase 100,000 ordinary shares, nominal value New Israeli Shekels ("NIS") 0.01 per share, of Stratasys Ltd. ("ordinary shares"), to Mr. S. Scott Crump, our Chairman and Chief Innovation Officer, as of the date of the 2013 Annual General Meeting of Shareholders and on the first three (3) anniversaries thereof, provided that he then remains employed as our Chief Innovation Officer. | ¨ | ¨ | ¨ | ||||
For address changes/comments, mark here (see reverse for instructions) | ¨ | |||||||
Yes | No | |||||||
Please indicate if you plan to attend this meeting. | ¨ | ¨ | ||||||
MATERIALS ELECTION | ||||||||
Check this box if you want to receive a complete set of future proxy materials by mail, at no extra cost. If you do not take action you may receive only a Notice to inform you of the Internet availability of proxy materials. | ¨ |
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For | Against | Abstain | |||||
5. | To approve a cash bonus in an amount of NIS 460,000 (approximately $127,000) to be paid to Mr. David Reis, our Chief Executive Officer, in respect of his performance for the year ended December 31, 2012, as determined by the Board pursuant to its discretionary authority under Mr. Reis existing employment agreement. | ¨ | ¨ | ¨ | |||
6. | To approve an increase in the coverage under the Companys directors and officers liability insurance policy to aggregate maximum coverage of $60 million and an additional $15 million for A-Side coverage for directors and officers. | ¨ | ¨ | ¨ | |||
7. | To approve an amendment to the Articles of Association to increase the number of authorized ordinary shares from 60 million Ordinary Shares to 180 million ordinary shares and to correspondingly increase the share capital of the Company from NIS 600,000 to NIS 1,800,000. | ¨ | ¨ | ¨ | |||
8. | To re-appoint Kesselman & Kesselman, a member of PricewaterhouseCoopers International Limited, as the Companys independent auditors for the year ending December 31, 2013 and until its next annual general meeting of shareholders, and to authorize the Board (upon recommendation of the audit committee of the Board) to fix their remuneration. | ¨ | ¨ | ¨ |
NOTE: Upon such other matters as may properly come before the Annual General Meeting (the Annual Meeting) or any adjournments thereof. The undersigned signatory hereby revokes any other proxy to vote at such Annual Meeting, and hereby ratifies and confirms all that said attorneys and proxies, and each of them, may lawfully do by virtue hereof. With respect to matters not known at the time of the solicitation hereby, said proxies are authorized to vote in accordance with their best judgment. The undersigned signatory acknowledges receipt of a copy of the Notice of Annual General Meeting, dated May 24, 2013, relating to the Annual Meeting.
Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.
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Signature [PLEASE SIGN WITHIN BOX] | Date | Signature (Joint Owners) | Date |
STRATASYS LTD.
Annual General Meeting of Shareholders
2:00 p.m. U.S.
Central Time
June 21, 2013
Stratasys U.S. Corporate
Headquarters
7665 Commerce Way
Eden Prairie, Minnesota 55344
To obtain directions to the Stratasys Corporate Headquarters, the location of the Annual General Meeting of Shareholders, and a map you can visit the Stratasys website, www.stratasys.com, click on "Stratasys" under "Contacts" and click on "Download Map" or contact Investor Relations at:
Stratasys Ltd
c/o Stratasys,
Inc.
7665 Commerce Way
Eden Prairie,
Minnesota 55344
Attn: Shane Glenn - Vice
President of Investor Relations
Email:
shane.glenn@stratasys.com
Important Notice Regarding the Availability of Proxy Materials for the Annual General Meeting: The Notice & Proxy Statement are available at www.proxyvote.com | |
M60852-Z60927 |
c/o
Stratasys, Inc. 7665 Commerce Way Eden Prairie, MN 55344-2020 |
2 Holtzman Street |
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN ACCORDANCE WITH THE INSTRUCTIONS ON THE OTHER SIDE HEREOF. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1, 2, 3, 4, 5, 6, 7 AND 8 AS MORE SPECIFICALLY DESCRIBED IN THE PROXY STATEMENT, AND AS SAID PROXIES SHALL DEEM ADVISABLE ON SUCH OTHER BUSINESS AS MAY COME BEFORE THE MEETING.
THIS PROXY IS SOLICITED BY THE BOARD
OF DIRECTORS OF STRATASYS LTD.
PLEASE
MARK, SIGN DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE.
Address Changes/Comments: | |||