ON TRACK INNOVATIONS LTD.
NOTICE OF THE 2016 ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON DECEMBER 15, 2016
You are hereby notified that the 2016 Annual General Meeting of Shareholders of On Track Innovations Ltd. (the “ Company ”), will be held on Thursday, December 15, 2016, at 5:00 P.M., Israel time, at our offices, Z.H.R. Industrial Zone, Rosh Pina, Israel, 1200000 (the “ Meeting ”), for the following purposes:
1.
To re-elect Dilip Singh and Mark Stolper and to elect Shlomi Cohen (collectively, the “ Director Nominees ”) to serve as directors of the Company starting on the date of the Meeting until our next General Meeting following three years from their election;
2. To approve the Amended and Restated Compensation Policy of the Company;
3.
To consider and approve by a non-binding advisory vote, the compensation of our named executive officers as described in the accompanying proxy statement;
4.
To appoint Somekh Chaikin, a member of KPMG International (“ Somekh Chaikin ”), as our independent registered public accounting firm until the 2017 annual general meeting of shareholders, and to authorize the Company's board of directors (the “ Board ”), upon the recommendation of our Audit Committee, to determine the remuneration of Somekh Chaikin in accordance with the volume and nature of their services; and
5. To present the financial statements of the company for the fiscal year ended December 31, 2015.
The Board of Directors of the Company recommends that you vote in favor of proposals number 1, 2, 3, and 4 above.
Record Date and Right to Vote
The Board has fixed the close of business on October 25, 2016, as the record date for the Meeting (“ Record Date ”). Subject to the provisions of Israeli law and the Company’s Amended and Restated Articles of Association (the “ Articles of Association ”), only shareholders on the Record Date are entitled to notice of and to vote at the Meeting and at any adjournment or postponement thereof.
All shareholders that are entitled to notice and to vote at the Meeting are cordially invited to attend the Meeting. If your shares are registered in your name, please bring the admission ticket attached to your proxy card. If your shares are registered in the name of a broker, trust, bank or other nominee, you will need to bring a proxy or a letter from that broker, trust, bank or other nominee or your most recent brokerage account statement, that confirms that you are the beneficial owner of those shares as of the Record Date (“ Proof of Ownership ”). If you do not have either an admission ticket or Proof of Ownership, you will not be admitted to the Meeting.
