To the Stockholders of FC Global Realty Incorporated:
Notice is hereby given that an annual meeting of the stockholders of FC Global Realty Incorporated (the “ Company ”) will be held on November 29, 2018 at 9:30 a.m. local time at 2300 Computer Drive, Building G, Willow Grove, Pennsylvania 19090. At the annual meeting you will be asked to consider and vote upon the following proposals:
1. To approve the transactions contemplated by that certain remediation agreement, dated September 24, 2018, among the Company, Opportunity Fund I-SS, LLC, Dr. Dolev Rafaeli, Dennis M. McGrath and Yoav Ben-Dror (the “ Remediation Agreement ), including the issuance of shares of the Company’s common stock upon the conversion of shares of preferred stock that have been issued thereunder.
2. To authorize the Company’s Board of Directors, in its discretion, to implement one or more reverse stock splits of the shares of the Company’s common stock at an exchange ratio of not less than 1-for-2 and not more than 1-for-15 at any time prior to the Company’s 2019 annual meeting of stockholders by filing an amendment to the Company’s Amended and Restated Articles of Incorporation.
3. To adopt the FC Global Realty Incorporated 2018 Equity Incentive Plan (the “ Plan ”) to provide for long-term incentives in the form of grants of stock, stock options and other forms of incentive compensation to officers, employees, directors and consultants.
4. To elect five (5) director nominees to the Company’s Board of Directors to serve until the next annual meeting of the Company’s stockholders or until their successors are elected and qualify, subject to their prior death, resignation or removal.
5. To ratify the appointment of Fahn Kanne & Co. Grant Thornton Israel to serve as the Company’s independent registered public accounting firm for the year ending December 31, 2018.
6. To approve the adjournment of the annual meeting for any purpose, including to solicit additional proxies if there are insufficient votes at the time of the annual meeting to approve the proposals described above.
