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RADWARE LTD.
22 RAOUL WALLENBERG ST.
TEL AVIV 6971917, ISRAEL
ATTN: GADI MEROZ
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VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on December 21, 2025. Follow the instructions to obtain your records and to
create an electronic voting instruction form.
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ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or
the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.
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VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on December 21, 2025. Have your proxy card in hand when you call and then follow the instructions.
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VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
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TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
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V81227-P41041
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KEEP THIS PORTION FOR YOUR RECORDS
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THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
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DETACH AND RETURN THIS PORTION ONLY
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RADWARE LTD.
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The Board of Directors recommends you vote FOR proposals 1 - 4:
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1. |
Election of Directors:
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For |
Against
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Abstain
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1a. |
Mr. Roy Zisapel as Class II director (until the Annual General Meeting of Shareholders to be held in 2028).
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☐ | ☐ | ☐ |
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1b.
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Ms. Naama Zeldis as Class II director (until the Annual General Meeting of Shareholders to be held in 2028).
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☐ | ☐ | ☐ | |||
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1c.
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Mr. Meir Moshe as Class II director (until the Annual General Meeting of Shareholders to be held in 2028).
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☐ | ☐ | ☐ |
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2. |
To approve the renewal of the Company's Compensation Policy for Executive Officers and Directors ("Compensation Policy"). See "Important Instruction (Personal Interest)" below.
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☐ | ☐ | ☐ |
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3.
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To approve compensation terms of, including grants of equity-based awards to, non-employee directors and related amendments to the Compensation Policy. See "Important Instruction
(Personal Interest)" below.
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☐ | ☐ | ☐ |
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To approve the reappointment of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, as the Company’s auditors, and to authorize the Board of Directors to delegate to
the Audit Committee the authority to fix their remuneration in accordance with the volume and nature of their services.
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IMPORTANT INSTRUCTION (PERSONAL INTEREST): By executing this proxy card, you are deemed to certify that you ARE NOT a controlling shareholder and DO NOT have a
personal interest (as defined in the Israeli Companies Law) in Proposals 2 and 3. In particular, every Radware shareholder voting by means of this proxy card, or via a voting instruction form, internet voting or telephone,
will be deemed to confirm that he/she/ it IS NOT a controlling shareholder and DOES NOT have a personal interest in Proposals 2 and 3. If, however, you are unable to make the aforesaid confirmations for any reason (or have questions
about whether you have a personal interest), please contact the Company's General Counsel at telephone number: +972-72-391-7045; fax number: +972-3-766-8982 or email gadime@radware.com. If you hold your shares in "street name" and you
are unable to make the aforesaid confirmations for any reason, you should notify the representative managing your account, and such representative should then contact the above person on your behalf to notify Radware as described in
the preceding sentence.
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Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All
holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.
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Signature [PLEASE SIGN WITHIN BOX]
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Date |
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Signature (Joint Owners)
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Date |
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V81227-P41041
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