Full Press Release Details
REWALK ROBOTICS LTD.
Kochav Yokneam Building, Floor 6, Yokneam
You are cordially invited
to attend an Extraordinary General Meeting of Shareholders (the "Meeting") of ReWalk Robotics Ltd. to be held
at 4:00 p.m. (Israel time) on Monday, December 15, 2014, at the law offices of Goldfarb Seligman & Co., Electra Tower, 98 Yigal
Alon Street, 36th floor, Tel Aviv, Israel.
Meeting is set forth in the accompanying Notice of Extraordinary General Meeting of Shareholders and Proxy Statement.
forth in the accompanying Proxy Statement, our Board of Directors recommends that you vote FOR'' all
the proposals on the agenda.
greeting personally those of you who are able to be present at the Meeting. However, whether or not you plan to attend the Meeting,
it is important that your shares be represented. Accordingly, you are kindly requested to sign, date and mail the enclosed form
of proxy at your earliest convenience so that it will be received no later than 48 hours before the Meeting or vote by telephone
or over the Internet if your proxy card describes such voting methods.
| Very truly yours, | |
| Jeff Dykan | |
| Chairman of the Board of Directors |
REWALK ROBOTICS LTD.
Kochav Yokneam Building, Floor 6, Yokneam
NOTICE OF EXTRAORDINARY GENERAL MEETING
To the shareholders of
ReWalk Robotics Ltd.:
Notice is hereby given
that an Extraordinary General Meeting of Shareholders (the "Meeting") of ReWalk Robotics Ltd. will be held at
4:00 p.m. (Israel time) on Monday, December 15, 2014, at the law offices of Goldfarb Seligman & Co., Electra Tower, 98 Yigal
Alon Street, 36th floor, Tel Aviv, Israel.
Meeting will be as follows:
described more fully in the enclosed Proxy Statement, which we urge you to read in its entirety.
Only shareholders of
record at the close of business on November 6, 2014 (the "Record Date") are entitled to notice of, and to vote
at, the Meeting and any adjournment or postponement thereof. You are cordially invited to attend the Meeting in person.
If you are unable to
attend the Meeting in person you are requested to complete, date and sign the enclosed form of proxy and return it promptly in
the pre-addressed envelope provided so that it is received by us at least 48 hours before the Meeting or vote by telephone or over
the Internet if your proxy card describes such voting methods. Your proxy may be revoked at any time before it is voted if you
return a later-dated proxy card or if you vote your shares in person at the Meeting if you are the record holder of the shares
and can provide a copy of a certificate(s) evidencing your shares. If your shares are held in "street name," meaning
in the name of a bank, broker or other record holder, you must either direct the record holder of your shares on how to vote your
shares or obtain a legal proxy from the record holder to vote the shares at the Meeting on behalf of the record holder as well
as a statement from such record holder that it did not vote such shares on your behalf.
Joint holders of shares
should note that, pursuant to our Articles of Association, the vote of the senior of joint holders of any share who votes such
share, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other registered holder(s) of such
share, with seniority determined by the order in which the names of the joint holders appear in our Register of Shareholders. For
the appointment of a proxy to vote shares held by joint holders to be valid, the signature of the senior of the joint holders must
appear on the proxy card.
| By Order of the Board of Directors, | |
| Jeff Dykan | |
| Chairman of the Board of Directors |
REWALK ROBOTICS LTD.
Kochav Yokneam Building, Floor 6, Yokneam
This Proxy Statement
is being furnished to the holders of our ordinary shares, par value NIS 0.01 each (the "Shares"), in connection
with the solicitation of proxies by our Board of Directors (the "Board of Directors") for use at an Extraordinary
General Meeting of Shareholders (the "Meeting") to be held on Monday, December 15, 2014 at 4:00 p.m. (Israel
time) and at any adjournment or postponement thereof, pursuant to the accompanying Notice of Extraordinary General Meeting of Shareholders.
Meeting will be as follows:
Currently, we are not
aware of any other matters that will come before the Meeting. If any other matters properly come before the Meeting, the persons
designated as proxies intend to vote in accordance with their judgment on such matters. As more fully described in the Proxy Statement,
shareholders may present proposals for consideration at the Meeting by submitting their proposals to ReWalk in the manner set forth
in Article 22(c) of our Articles of Association no later than November 17, 2014. If the Board of Directors determines that a shareholder
proposal is appropriate for inclusion in the Meeting agenda, we will publish a revised agenda in the manner set forth in the Proxy
of shares should note that, pursuant to our Articles of Association, the vote of the senior of joint holders of any share who votes
such share, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other registered holder(s) of
such share, with seniority determined by the order in which the names of the joint holders appear in our Register of Shareholders.
For the appointment of a proxy to vote shares held by joint holders to be valid, the signature of the senior of the joint holders
must appear on the proxy card.
HOW TO VOTE YOUR SHARES
You may vote in person.
Ballots will be passed out at the Meeting to anyone who wants to vote at the Meeting. If you choose to do so, please bring the
enclosed proxy card or proof of identification. If your shares are held directly in your name, you may vote in person at the Meeting.
However, if your shares are held in street name, you must first obtain a signed proxy from the record holder (that is, your bank,
broker or other nominee) and vote.
holders may also vote by phone or through an Internet website. If you hold your shares in "street name" (e.g.,
through a broker, bank or other nominee), then you received this proxy statement from the nominee, along with the nominee's
proxy card, which includes voting instructions (including voting by phone or through an Internet website) and instructions on how
to change your vote.
Shareholders of Record
If your shares are registered
directly in your name with our transfer agent, American Stock Transfer & Trust Company of New York, New York, you are considered,
with respect to those shares, the shareholder of record. In such case, these proxy materials are being sent directly to you. As
the shareholder of record, you have the right to grant your voting proxy directly to ReWalk or to vote in person at the Meeting.
If your shares are held through
a bank, broker or other nominee, they are considered to be held in "street name" and you are the beneficial owner.
If your shares are held in street name, these proxy materials are being forwarded to you by your bank, broker or nominee which
is considered, with respect to those shares, the shareholder of record. As the beneficial owner, you have the right to direct the
bank, broker or nominee how to vote your shares for the Meeting. You also may attend the Meeting. However, because you are not
the shareholder of record, you may not vote these shares in person at the Meeting, unless you first obtain a signed proxy from
the record holder (that is, your bank, broker or other nominee) giving you the right to vote the shares. Your bank, broker or nominee
has enclosed a voting instruction card for you to use in directing the bank, broker or nominee regarding how to vote your shares.
Brokers that hold shares in "street
name" for clients typically have authority to vote on "routine" proposals even when they have not received instructions
from beneficial owners. None of the items on the Meeting agenda would be considered routine. Absent specific instructions from
the beneficial owner of the shares, brokers are not allowed to exercise their voting discretion, among other things, with respect
to the election of directors or any matter that relates to executive compensation.
Upon the receipt of a properly
submitted proxy card, which is received in time (by 4:00 p.m., Israel Time, on December 13, 2014, 48 hours prior to the Meeting)
and not revoked prior to the Meeting, or which is presented to the chairperson at the Meeting, the persons named as proxies will
vote the ordinary shares represented thereby at the Meeting in accordance with the Board's recommendations as indicated in
the instructions outlined on the proxy card.
ABOUT THE VOTING PROCEDURE AT THE MEETING
Ordinary shares represented in
person or by proxy (including broker non-votes and shares that abstain or do not vote with respect to one or more of the matters
to be voted upon) will be counted for purposes of determining whether a quorum exists. A "broker non-vote" occurs when