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ABSTAIN
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| 1. |
To approve (i) the Agreement and Plan of Merger dated as of September 26, 2023 (as it may be amended from time to time, the “Merger Agreement”) by and among Senstar Technologies Ltd. (“Senstar-Israel”), a newly established Ontario corporation known as Senstar Technologies Corporation (“Senstar-Ontario”), and Can Co Sub Ltd., a company organized under the laws of the State of Israel and a wholly-owned subsidiary of Senstar-Ontario (“Merger Sub”);
(ii) the merger of Merger Sub with and into Senstar-Israel in accordance with Sections 314-327 of the Israeli Companies Law, 5759-1999 (the “ICL”), following which Merger Sub will cease to exist as
a separate legal entity and Senstar-Israel will become a wholly-owned subsidiary of Senstar-Ontario (the “Merger”); (iii) the right to receive one (1) validly issued, fully paid and nonassessable
common share of Senstar-Ontario, subject to applicable withholding taxes, for each ordinary share, par value NIS 1.00 per share, of Senstar-Israel held by Senstar-Israel’s shareholders as of immediately prior to the effective time of the
Merger; and (iv) all other transactions contemplated by the Merger Agreement and related to the Merger, as detailed in Senstar-Israel’s proxy statement/prospectus for the General Meeting (collectively, the “Redomiciliation Proposal”).
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ABSTAIN
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| 2.1. |
To reelect Gillon Beck to serve as a director on the Board of Directors of Senstar-Israel until the earlier of (i) the closing of the Merger,
(ii) the 2024 annual general meeting of shareholders, or (iii) his prior termination or resignation.
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| FOR | AGAINST | ABSTAIN | ||||||
| 2.2. |
To reelect Amit Ben-Zvi to serve as a director on the Board of Directors of Senstar-Israel until the earlier of (i) the closing of the Merger,
(ii) the 2024 annual general meeting of shareholders, or (iii) his prior termination or resignation.
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AGAINST
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ABSTAIN
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| 2.3. |
To reelect Jacob Berman to serve as a director on the Board of Directors of Senstar-Israel until the earlier of (i) the closing of the Merger,
(ii) the 2024 annual general meeting of shareholders, or (iii) his prior termination or resignation.
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| FOR | AGAINST | ABSTAIN | ||||||
| 2.4. |
To reelect Avraham Bigger to serve as a director on the Board of Directors of Senstar-Israel until the earlier of (i) the closing of the Merger,
(ii) the 2024 annual general meeting of shareholders, or (iii) his prior termination or resignation.
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ABSTAIN
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| 3. |
To reelect Moshe Tsabari to serve as an External Director on the Board of Directors of Senstar-Israel until the earlier of (i) the closing of the
Merger, (ii) the three year anniversary of the General Meeting, or (iii) his prior termination or resignation.
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| 3A. |
By marking the “YES” box, you confirm that you are not a
“controlling shareholder” and do not have a “personal interest” (each as defined in the ICL) in the approval of Proposal 3. If you cannot make such confirmation, please check the “NO” box.
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AGAINST
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ABSTAIN
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| 4. |
To approve the appointment and compensation of Kost, Forer, Gabbay & Kasierer, a member of Ernst & Young Global, as Senstar-Israel’s
independent public accountants for the year ending December 31, 2023, and for such additional period until the next annual general meeting of shareholders.
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