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ALLOT LTD. (the “Company
or “Allot”)
Notice of Annual Meeting of
Shareholders of the Company
The Company is pleased to announce that the annual meeting of shareholders of the Company will take place on December 11, 2024, at 2:30 p.m.
Israel time at the offices of the Company, at 22 Hanagar Street, Neve Ne’eman Industrial Zone B, Hod Hasharon Israel (the “Annual Meeting”).
The following items are on the agenda of the Annual Meeting:
1. To approve an amendment to the Company’s Articles of Association, effective immediately upon the approval of this Proposal 1, to provide for the elimination of the different classes of members of the Board of
Directors of the Company (the “Board”), so that after completion of their current term, the term of each director who is elected or reelected at or after the Annual Meeting shall be one year (other than Outside Directors, as defined in
the Israel Companies Law, 5759-1999, as amended (the “Israel Companies Law”), who shall continue to serve for fixed three-year terms in accordance with the Israel Companies Law).
2. To reelect Efrat Makov as an Outside Director of the Company, to serve for a term of three years commencing as of the end of her current term, or until her office is vacated in accordance with the Company’s
Articles of Association or the Israel Companies Law.
3. To approve an amendment to the compensation policy for officers and directors of the Company.
4. To approve the compensation payable to the Company’s directors.
5. To approve a grant of 12,000 restricted stock units to each of the following Company directors: David Reis, Cynthia L. Paul, Raffi Kesten and Efrat Makov.
6. To approve the reappointment of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, as Allot’s independent registered public accounting firm for the fiscal year ending December 31, 2024 and
until the next annual meeting of shareholders, and to authorize the Board, upon recommendation of the audit committee, to fix the remuneration of said independent registered public accounting firm.
7. To report on the business of the Company for the fiscal year ended December 31, 2023, including a review of the fiscal 2023 financial statements.
8. To act upon any other matters that may properly come before the Annual Meeting or any adjournment or postponement thereof.
The date for determining the right of all the shareholders to vote at the Annual Meeting is October 30, 2024. The last date for submitting proposals for consideration at the Annual Meeting is November 19, 2024. The last date for submitting a proxy card is December 10, 2024, at 2:30 p.m. Israel time. Each shareholder is required to provide proof of ownership of the Company’s shares in order to vote his, her or its
shares at the Annual Meeting. If your shares are held in the name of a bank, broker or other holder of record, you must bring a current brokerage statement or other proof of ownership with you to the Annual Meeting. Each shareholder whose
shares are held through a member of the Tel-Aviv Stock Exchange is entitled to vote via the Israel Securities Authority’s MAGNA online platform up to 24 hours before the time fixed for the Annual Meeting. Please note that the Israel
Securities Authority has advised that shareholders voting from abroad via the Israel Securities Authority’s MAGNA online platform may experience temporary technical difficulties and that such shareholders are welcome to contact the Israel
Securities Authority’s MAGNA support line at +972-077-223-8333 for further assistance or may vote via the alternative voting methods described in the Proxy Statement. To receive more information regarding the Annual Meeting and the agenda
items, see the Immediate Report on the matter of calling the Annual Meeting and the Proxy Statement, as it will be published by the Company on the MAGNA distribution site www.magna.isa.gov.il and the website of the Tel-Aviv Stock Exchange www.maya.tase.co.il.
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