Full Press Release Details
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
To Be Held on November 4, 2021
To our Shareholders:
You are invited to attend the
Annual Meeting of Shareholders of Nano-X Imaging Ltd ("we" or the "Company") to be held at the Company's
offices at The Communications Center, Neve Ilan, Israel on November 4, 2021 at 15:00 Israeli time (9:00 am EST), and thereafter as
it may be adjourned from time to time (the "Meeting").
Although we would like
to hold the Meeting in person, we are sensitive to the public health and travel concerns our shareholders may have and to the protocols
that governments may impose. Therefore, as we feel that holding the Meeting in person may be unsafe at this time as a result of the COVID-19
pandemic, the Meeting will be held on a videoconference format only. We will provide instructions for shareholder participation in the
virtual meeting in a Form 6-K filed with the Securities and Exchange Commission and posted on our website www.nanox.vision.
Meeting is convened for the following purposes:
The Board of Directors has
fixed the close of business on October 5, 2021 as the date for determining the holders of record of Ordinary Shares entitled to notice
of and to vote at the Meeting and any adjournments thereof (the "Record Date").
Shareholders of record at the
close of business on the Record Date are entitled to notice of and to vote at the Meeting and any adjournments thereof. You can vote either
by mailing in your proxy or in person by attending the Meeting. Only proxies that are received at the offices of the Company at The Communications
Center, Neve Ilan, Israel, Attention Ilan Rotem, General Counsel or at the Company's transfer agent (Continental Stock Transfer
& Trust Inc., 1 State Street 30th Floor, New York, NY 10004-1561, Attention: Kruti Patel, Account Administrator) (the "Transfer
Agent") on or before November 2, 2021 at 15:00 Israeli time (9:00 am EST), will be deemed received in a timely fashion and the
votes therein recorded. If you attend the Meeting, you can revoke your proxy and vote your shares in person. A detailed explanation of
the proposed resolutions as well as detailed proxy voting instructions are provided both in the Company's proxy statement furnished
herewith (the "Proxy Statement") and on the enclosed proxy card. Copies of this document and related materials will
be available to the public from its date until the date of the Meeting at the Company's offices or on the Company's website www.nanox.vision.
To the extent any shareholder
would like to state his/her/its position with respect to any of the proposals described in this notice, or to raise any other matter to
be included in the Meeting's agenda, in addition to any right such shareholder may have under applicable law, pursuant to regulations
under the Israeli Companies Law 5759 - 1999 (the "Companies Law"), such shareholder may do so by delivery of a
notice to the Company's offices located at The Communications Center, Neve Ilan 9085000, Israel, not later than 15:00 Israeli time
(8:00 am EST) on October 7, 2021.
1 and 2 are ordinary resolutions, which require the affirmative vote of a majority of the Ordinary Shares of the Company voted in person
or by proxy at the Meeting on the resolution. The votes of all shareholders voting on the matter will be counted.
3 is a special resolution, which requires the affirmative vote of a majority of the shares present, in person or by proxy, and voting
on the matter, provided that either (i) at least a majority of the voted shares of shareholders who are not Controlling shareholders and
who do not have a Personal Interest in the resolution, are voted in favor of the compensation terms of the Chief Executive Officer; or
(ii) the total number of shares of shareholders who are not Controlling shareholders and who do not have a Personal Interest in the resolution
that were voted against the compensation terms of the Chief Executive Officer does not exceed two percent (2%) of the outstanding voting
power in the Company.
review of our audited Consolidated Financial Statements for the fiscal year ended December 31, 2020 described in Item 4 does not
involve a vote of our shareholders.
shareholder voting at the Meeting or prior thereto by means of the accompanying proxy card is requested to indicate if he, she or it has
a "Personal Interest" (as defined in the Proxy Statement) in connection with a certain proposal. If any shareholder casting
a vote in connection to the proposal does not explicitly indicate on the proxy card that he, she or it has, or does not have, a "Personal
Interest" with respect to the proposal, then the vote on the applicable item will not be counted.
Further details of these matters
to be considered at the Annual General Meeting are contained in the Proxy Statement. The Board of Directors believes that the shareholders
of the Company should be represented as fully as possible at the Meeting and encourages your vote. Whether or not you plan to be present,
kindly complete, date and sign the enclosed proxy card exactly as your name appears on the envelope containing this Notice of Annual General
Meeting and mail it promptly so that your votes can be recorded. No postage is required if mailed in the United States. Return of your
proxy does not deprive you of your right to attend the Meeting, to revoke the proxy or to vote your shares in person. If a shareholder
wants to vote in person at the Meeting, but whose shares are not registered in the Company's shareholder register in such shareholder's
name, the shareholder must contact the broker, bank or other nominee that holds the shares, who will then need to contact the Transfer
Agent, to request proxy instruments and powers of attorney. All proxy instruments and powers of attorney must be received by the Company
or by the Transfer Agent no later than 48 hours prior to the Meeting.
Joint holders of Ordinary
Shares should take note that, pursuant to Article 31.4 of the Articles of Association of the Company, the vote of the senior of joint
holders of any share who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other
joint holder(s) of the share, and for this purpose seniority will be determined by the order in which the names stand in the shareholders'
| By Order of the Board of Directors, | |
| Ran Poliakine | |
| CEO and Chairman of the Board of Directors |
YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU
EXPECT TO ATTEND THE MEETING, PLEASE DATE AND SIGN THE PROXY CARD AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE FOR WHICH NO POSTAGE
IS REQUIRED IF MAILED IN THE UNITED STATES. YOU CAN LATER REVOKE YOUR PROXY, ATTEND THE MEETING AND VOTE YOUR SHARES IN PERSON. ALL PROXY
INSTRUMENTS AND POWERS OF ATTORNEY MUST BE DELIVERED TO THE COMPANY OR ITS TRANSFER AGENT NO LATER THAN 48 HOURS PRIOR TO THE MEETING.
ANNUAL GENERAL MEETING OF SHAREHOLDERS
To Be Held on November 4, 2021
This Proxy Statement is furnished
to the holders of Ordinary Shares, NIS 0.01 par value (the "Ordinary Shares"), of Nano-X Imaging Ltd ("we"
or the "Company") in connection with the solicitation of proxies to be voted at the Annual General Meeting of Shareholders
of the Company (the "Meeting") to be held the Company's offices at The Communications Center, Neve Ilan, Israel
on November 4, 2021 at 15:00 Israeli time (9:00 am EST), and thereafter as it may be adjourned from time to time.
Although we would like
to hold the Meeting in person, we are sensitive to the public health and travel concerns our shareholders may have and to the protocols
that governments may impose. Therefore, as we feel that holding the Meeting in person may be unsafe at this time as a result of the COVID-19
pandemic, the Meeting will be held on a videoconference format only. We will provide instructions for shareholder participation in the
virtual meeting in a Form 6-K filed with the Securities and Exchange Commission and posted on our website www.nanox.vision.
At the Meeting, shareholders
of the Company will be asked to vote upon the following matter as further detailed in this Proxy Statement.
proxy card for use at the Meeting and a return envelope for the proxy card are enclosed. By signing the proxy card, shareholders may vote
their shares at the Meeting whether or not they attend. Upon the receipt of a properly signed and dated proxy card in the form enclosed,
the shares represented thereby will be voted in accordance with the instructions of the shareholder indicated thereon. The Company knows
of no other matters to be submitted at the Meeting other than as specified in the Notice of the Special General Meeting of Shareholders
enclosed with this Proxy Statement. Shares represented by executed and unrevoked proxies will be voted. On all matters considered at the
Meeting, abstentions and broker non-votes will not be treated as either a vote "for" or "against" the matter,
although they will be counted to determine if a quorum is present.
The proxy solicited hereby
may be revoked at any time prior to its exercise, by the substitution with a new proxy bearing a later date or by a request for the return
of the proxy at the Meeting. All proxy instruments and powers of attorney must be delivered to the Company or its Transfer Agent no later
than 48 hours prior to the Meeting.
Company expects to mail this Proxy Statement and the enclosed form of proxy card to shareholders on or about October 6, 2021, and it will
also be available on our website www.nanox.vision. All expenses of this solicitation will be borne by the Company. In addition to the
solicitation of proxies by mail, directors, officers and employees of the Company, without receiving additional compensation therefore,
may solicit proxies by telephone, facsimile, in person or by other means. Brokerage firms, nominees, fiduciaries and other custodians
have been requested to forward proxy solicitation materials to the beneficial owners of shares of the Company held of record by such persons,
and the Company will reimburse such brokerage firms, nominees, fiduciaries and other custodians for reasonable out-of-pocket expenses
incurred by them in connection therewith.
Shareholders Entitled
holders of record of Ordinary Shares at the close of business on October 5, 2021 are entitled to notice of and to vote at the Meeting.
The Company had 47,861,022 Ordinary Shares issued and outstanding as of September 28, 2021, each of which is entitled to one vote on each