SEC Info℠

Home

Search

My Interests

Help

Sign In

Please Sign In

REE Automotive Ltd. – ‘6-K’ for 9/21/23 – ‘EX-99.1’

On:  Thursday, 9/21/23, at 5:00pm ET   ·   For:  9/21/23   ·   Accession #:  1213900-23-78389   ·   File #:  1-40649

Previous ‘6-K’:  ‘6-K’ on / for 9/11/23   ·   Next:  ‘6-K’ on / for 10/16/23   ·   Latest:  ‘6-K’ on / for 3/27/24   ·   8 References:   By:  REE Automotive Ltd. – ‘20-F’ on 3/27/24 for 12/31/23 By:  REE Automotive Ltd. – ‘424B5’ on 3/4/24 By:  REE Automotive Ltd. – ‘424B5’ on 2/29/24 By:  REE Automotive Ltd. – ‘F-3’ on 1/29/24 To:  REE Automotive Ltd. – ‘S-8’ on 5/23/23 To:  REE Automotive Ltd. – ‘POS AM’ on 9/19/22 To:  REE Automotive Ltd. – ‘F-3’ on 8/16/22 To:  REE Automotive Ltd. – ‘S-8’ on 11/16/21 

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

 Text Wildcards:  ? (any letter/digit),  * (many).  Search Logic:  for Documents:  & (and),  | (or);  for Text:  | (anywhere),  "(&)" (near).  Details... 

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 9/21/23  REE Automotive Ltd.               6-K         9/21/23    3:2M                                     EdgarAgents LLC/FA

Document/Exhibit                   Description                      Pages   Size 

 1: 6-K         Report of Foreign Private Issuer                    HTML     17K 
 2: EX-99.1     Proxy Statement for Annual General Meeting of       HTML    511K 
                Shareholders of Ree Automotive Ltd., to Be Held on               
                October 16, 2023                                                 
 3: EX-99.2     Form of Proxy Card for Annual General Meeting of    HTML      5K 
                Shareholders of Ree Automotive Ltd., to Be Held on               
                October 16, 2023                                                 

Exhibit 99.1

REE AUTOMOTIVE LTD.

Kibbutz Glil-Yam 4690500, Israel

Dear Shareholder,

You are cordially invited to attend the 2023 Annual General Meeting of Shareholders of REE Automotive Ltd. (the “2023 Annual General Meeting”) to be held on October 16, 2023, beginning at 12:00 p.m. Israel time (5:00 a.m. Eastern Time), at the Company’s headquarters at Kibbutz Glil-Yam, Israel.

Our notice of the 2023 Annual General Meeting, as published on September 8, 2023, and the proxy statement (“Proxy Statement”) appearing on the following pages, describe in detail the matters to be acted upon at the 2023 Annual General Meeting. Only shareholders who held shares at the close of business on September 26, 2023, are entitled to notice of, and to vote at, the 2023 Annual General Meeting and any adjournments thereof.

Our board of directors unanimously recommends a vote “FOR” each matter set forth in the notice and Proxy Statement.

Whether or not you plan to attend the 2023 Annual General Meeting, it is important that your shares be represented and voted at the 2023 Annual General Meeting. Accordingly, after reading the accompanying Proxy Statement, please sign, date and mail the enclosed proxy card in the envelope provided or vote over the Internet in accordance with the instructions on your proxy card.

We look forward to seeing as many of you as can attend the 2023 Annual General Meeting.

PROXY STATEMENT

ANNUAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON OCTOBER 16, 2023

This Proxy Statement is being furnished to the holders of ordinary shares of REE Automotive Ltd. (“we,” “our”, “REE” or the “Company”) in connection with the solicitation of proxies on behalf of the board of directors of the Company (the “Board of Directors”) for use at the 2023 Annual General Meeting of Shareholders (the “Annual Meeting”). Further information about the Annual Meeting is found below.

QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING

Why am I receiving these proxy materials?

You have received these proxy materials because the Board of Directors is soliciting your proxy to vote at the Annual Meeting, or any adjournments or postponements of the Annual Meeting. You are invited to attend the Annual Meeting to vote on the proposals described in this Proxy Statement. However, you do not need to attend the Annual Meeting to vote your shares. Instead, you may simply sign, date and mail the proxy card in the envelope provided or vote in accordance with the instructions on your proxy card, or vote by internet using the instructions on the enclosed proxy card.

How do I attend the Annual Meeting?

The Annual Meeting will be held on October 16, 2023, beginning at 12:00 p.m. Israel time (5:00 a.m. Eastern Time), at the Company’s headquarters at Kibbutz Glil-Yam, Israel. We encourage you to vote your shares prior to the Annual Meeting.

Attendance at the Annual Meeting is limited to shareholders of record who held Class A Ordinary Shares or Class B Ordinary Shares of the Company (collectively, “ordinary shares”) at the close of business on September 26, 2023. Each shareholder may appoint only one proxy holder or representative to attend the Annual Meeting on their behalf.

If you attend the Annual Meeting, you will be asked to present valid, government-issued photo identification, such as a driver’s license. If you are a holder of record, the top half of your proxy card or your notice is your admission ticket. If you hold your shares in street name, you will need proof of ownership to be admitted to the meeting. A recent brokerage statement or a letter from your bank or broker are examples of proof of ownership. If you want to vote your shares held in street name in person, you must get a legal proxy in your name from the broker, bank or other nominee that holds your shares, and submit it with your vote.

Who can vote at the Annual Meeting?

Shareholders Entitled to Vote — Record Date

Shareholders of record who held ordinary shares at the close of business on September 26, 2023 (the “Record Date”) are entitled to notice of, and to vote at, the Annual Meeting. In addition, shareholders who, as of the Record Date, held ordinary shares through a bank, broker or other nominee which is a shareholder of record of the Company at the close of business on the Record Date, or which appears in the participant list of a securities depository on that date, are considered beneficial owners of shares held in “street name.” These proxy materials are being forwarded to beneficial owners by the bank, broker or other nominee that is considered the holder of record with respect to the Company’s ordinary shares. Beneficial owners have the right to direct how their shares should be voted and are also invited to attend the Annual Meeting but may not actually vote their shares in person at the Annual Meeting unless they first obtain a signed proxy from the record holder (that is, their bank, broker or other nominee) giving them the right to vote the shares.

As of September 19, 2023, there were 250,581,636 Class A Ordinary Shares and 83,417,110 Class B Ordinary Shares outstanding and entitled to vote at the Annual Meeting.

What am I voting on?

This Proxy Statement describes the proposals on which we would like you, as a shareholder, to vote at the Annual Meeting. This Proxy Statement provides you with information on the proposals, as well as other information about the Company, so that you can make an informed decision as to whether and how to vote your shares.

At the Annual Meeting, shareholders will vote on the following proposals:

In addition to considering and voting on the above proposals, members of the management team will be available at the Annual Meeting to discuss the consolidated financial statements of the Company for the fiscal year ended December 31, 2022, and the interim consolidated financial statements (unaudited) as of and for the six months ended June 30, 2023.

What if another matter is properly brought before the Annual Meeting?

As of the date of this Proxy Statement, our Board of Directors is not aware of any other matters that will be presented for consideration at the Annual Meeting. If other matters are properly brought before the Annual Meeting, it is the intention of the persons designated as proxies (identified on your proxy card) to vote on those matters in accordance with their best judgment.

Can I change my vote after submitting my proxy?

A shareholder may revoke a proxy submitted prior to the Annual Meeting in one of the following ways: (i) by written notice of the revocation of the proxy delivered by mail to the Company at its offices at Kibbutz Glil-Yam 4690500, Israel, Attention General Counsel or to its transfer agent, Continental Stock Transfer & Trust Company by mail to 1 State Street - SC-1, New York, NY 10004-1561, c/o Proxy Services, before midnight on the night prior to the time of the Annual Meeting (ii) by written notice of the revocation of the proxy delivered at the Annual Meeting to the chairman of the Annual Meeting or (iii) by attending and voting in person at the Annual Meeting. Attendance at the Annual Meeting will not in and of itself constitute revocation of a proxy submitted in advance of the Annual Meeting. If your shares are held by your broker, bank or other nominee, you should follow the instructions provided by your broker, bank or other nominee.

What is the quorum requirement for the Annual Meeting?

Pursuant to the Company’s Amended and Restated Articles of Association, the quorum required for the Annual Meeting consists of at least two (2) or more shareholders present, in person or by proxy, holding shares conferring in the aggregate at least twenty-five percent (25%) of the Company’s voting power. Notwithstanding the foregoing, a quorum for the Annual Meeting also requires the presence in person or by proxy of at least one (1) shareholder holding Class B Ordinary Shares if such shares are outstanding.

If a quorum is not present within half an hour from the scheduled start time for the Annual Meeting, the Annual Meeting will be adjourned to the following business day, at the same time and place (i.e., it will be adjourned to October 17, 2022, beginning at 12:00 p.m. Israel time (5:00 a.m. Eastern Time)), unless otherwise determined by the Chairperson of the Annual Meeting in accordance with the Amended and Restated Articles of Association, without any further notice of the adjourned meeting. At such adjourned meeting, the presence in person or by proxy of at least one shareholder holding Class A Ordinary Shares and at least one shareholder holding Class B Ordinary Shares (regardless of the number of Class A Ordinary Shares and Class B Ordinary Shares held by them) will constitute a quorum.

Abstentions and “broker non-votes” are counted as present and entitled to vote for purposes of determining a quorum. A “broker non-vote” occurs when a bank, broker or other holder of record holding shares for a beneficial owner attends the Annual Meeting but does not vote on a particular proposal because that holder does not have discretionary voting power for that particular item and has not received voting instructions from the beneficial owner. Brokers that hold shares in “street name” for clients typically have authority to vote on “routine” proposals even when they have not received voting instructions from beneficial owners. Absent specific instructions from the beneficial owner of the shares, however, brokers are not allowed to exercise their voting discretion with respect to any proposals that are considered non-routine. If you hold your shares in “street name” and do not provide your broker with voting instructions for the Annual Meeting, your broker will not be permitted to vote your shares on non-routine proposals, resulting in a “broker non-vote.” Therefore, it is important for a shareholder that holds ordinary shares through a bank or broker to instruct its bank or broker how to vote its shares.

How many votes are needed to approve each proposal?

The affirmative vote of the holders of a majority of the voting power represented and voting in person or by proxy at the Annual Meeting is necessary for the approval of each proposal.

The Board of Directors unanimously recommends that shareholders vote “FOR” each of the proposals set forth in the Notice and the Proxy Statement.

Except for the purpose of determining a quorum, abstentions and broker non-votes are not treated as votes cast and are not counted in determining the outcome of any of the proposals.

On each matter submitted to the shareholders for consideration at the Annual Meeting, only ordinary shares that are voted on such matter will be counted toward determining whether shareholders approved the matter. Ordinary shares present at the Annual Meeting that are not voted on a particular matter (including broker non-votes) will not be counted in determining whether such matter is approved by shareholders.

If two or more persons are registered as joint owners of any ordinary share, the right to vote at the Annual Meeting and/or the right to be counted as part of the quorum will be conferred exclusively upon the more senior among the joint owners attending the meeting in person or by proxy. For this purpose, seniority will be determined by the order in which the names appear in the Company’s Register of Shareholders.

How Do I Vote?

You can vote either in person at the Meeting or by authorizing another person as your proxy, whether or not you attend the Meeting. You may vote in any of the manners below:

By mail - If you are a shareholder of record, you can submit a proxy by completing, dating, signing and returning your proxy card in the postage-paid envelope provided. You should sign your name exactly as it appears on the enclosed proxy card. If you are signing in a representative capacity (for example, as a guardian, executor, trustee, custodian, attorney or officer of a corporation), please indicate your name and title or capacity. If you hold shares in “street name,” you have the right to direct your brokerage firm, bank or other similar organization on how to vote your shares, and the brokerage firm, bank or other similar organization is required to vote your shares in accordance with your instructions. To provide instructions to your brokerage firm, bank or other similar organization by mail, please complete, date, sign and return your voting instruction form in the postage-paid envelope provided by your brokerage firm, bank or other similar organization; or

By Internet - If you are a shareholder of record, you can submit a proxy over the Internet by logging on to the website listed on the enclosed proxy card, entering your control number located on the enclosed proxy card and submitting a proxy by following the on-screen prompts. If you hold shares in “street name,” and if the brokerage firm, bank or other similar nominee that holds your shares offers Internet voting, you may follow the instructions shown on the enclosed voting instruction form in order to submit your proxy over the Internet.

All ordinary shares represented by properly executed proxies delivered to the Company by mail at its offices at Kibbutz Glil-Yam 4690500, Israel, Attention: General Counsel, or to its transfer agent, Continental Stock Transfer & Trust Company, by mail to 1 State Street - SC-1, New York, NY 10004-1561, c/o Proxy Services, will be voted as specified in the instructions indicated in such proxies. Proxies must be submitted to the Company or to its transfer agent no later than 8:00 a.m. Israel time (1:00 a.m. Eastern Time) on October 16, 2023.

If you sign and return your proxy card appointing the persons designated by the Board of Directors as your proxies without indicating how you want your shares to be voted, your shares will be voted “FOR” each of the proposals.

Please follow the instructions on the proxy card. If you provide specific instructions (by marking a box) for the proposals, your shares will be voted as you instruct. The persons named as proxies in the enclosed proxy card will vote in accordance with the recommendations of the Board of Directors on any other matters that may properly come before the Annual Meeting.

Shareholders Holding in “Street Name”

If you hold ordinary shares in “street name,” that is, you are an underlying beneficial holder who holds ordinary shares through a bank, broker or other nominee, the voting process will be based on your directing the bank, broker or other nominee to vote the ordinary shares in accordance with the voting instructions on your voting instruction card. Because a beneficial owner is not a shareholder of record, you may not vote those shares directly at the Annual Meeting unless you obtain a “legal proxy” from the bank, broker or nominee that holds your shares, giving you the right to vote the shares at the Annual Meeting.

Please follow the instructions on the voting instruction card received from your bank, broker or nominee. You may also be able to submit voting instructions to a bank, broker or nominee by phone or via the Internet if your voting instruction card describes such voting methods. Please be certain to have your control number from your voting instruction card ready for use in providing your voting instructions. It is important for a shareholder that holds ordinary shares through a bank or broker to instruct its bank or broker how to vote its shares if the shareholder wants its shares to count for the proposal.

Can Shareholders Submit Position Statements?

Shareholders may express their position on the proposals to be voted on at the Annual Meeting by submitting a written statement, through the Company, to the other shareholders (a “Position Statement”). Position Statements must be submitted to the Company at its registered offices at Kibbutz Glil-Yam 4690500, Israel, Attention: General Counsel, no later than October 6, 2023. Any Position Statement received will be furnished to the U.S. Securities and Exchange Commission (“SEC”) on Form 6-K and will be made available to the public on the SEC’s website at http://www.sec.gov.

Can Shareholders Submit Proposals?

Pursuant to the Israeli Companies Law, 5759-1999 (the “Companies Law”), any shareholder or shareholders of the Company holding at least one percent (1%) of the voting rights of the Company (the “Proposing Shareholder(s)”) may request that the Board of Directors include a matter on the agenda of a general meeting to be held in the future, provided that the Board of Directors determines that the matter is appropriate to be considered at a general meeting (a “Proposal Request”). In order for the Board of Directors to consider a Proposal Request and whether to include the matter stated therein in the agenda of a general meeting, notice of the Proposal Request must be timely delivered in accordance with applicable law, and the Proposal Request must comply with the requirements of the Amended and Restated Articles of Association and any applicable law and stock exchange rules and regulations. The Proposal Request must be in writing, signed by the Proposing Shareholder(s) making such request, delivered, either in person or by registered mail, postage prepaid, to the Company’s offices at Kibbutz Glil-Yam 4690500, Israel c/o Corporate Secretary (or, in the absence thereof, c/o the Chief Executive Officer of the Company). To be considered timely, a Proposal Request must be received by September 28, 2023.

In addition to any information required in accordance with applicable law, a Proposal Request must include the following (i) the name, address, telephone number, fax number and email address of the Proposing Shareholder (or each Proposing Shareholder, as the case may be) and, if an entity, the name(s) of the person(s) that controls or manages such entity; (ii) the number of shares held by the Proposing Shareholder(s), directly or indirectly (and, if any of such shares are held indirectly, an explanation of how they are held and by whom), which shall be in such number no less than as is required to qualify as a Proposing Shareholder, accompanied by evidence satisfactory to the Company of the record holding of such shares by the Proposing Shareholder(s) as of the date of the Proposal Request; (iii) the matter requested to be included on the agenda of a general meeting, all information related to such matter, the reason that such matter is proposed to be brought before such general meeting, the complete text of the resolution that the Proposing Shareholder proposes to be voted upon at such general meeting, and a representation that the Proposing Shareholder(s) intend to appear in person or by proxy at the meeting; (iv) a description of all arrangements or understandings between the Proposing Shareholders and any other person(s) (naming such person or persons) in connection with the matter that is requested to be included on the agenda and a declaration signed by all Proposing Shareholder(s) of whether any of them has a personal interest in the matter and, if so, a description in reasonable detail of such personal interest; (v) a description of all Derivative Transactions (as defined in the Amended and Restated Articles of Association) by each Proposing Shareholder(s) during the previous twelve (12) month period, including the date of the transactions and the class, series and number of securities involved in, and the material economic terms of, such Derivative Transactions; and (vi) a declaration that all of the information that is required under the Companies Law and any other applicable law and stock exchange rules and regulations to be provided to the Company in connection with such matter, if any, has been provided to the Company. Furthermore, the Board of Directors, may, in its discretion, to the extent it deems necessary, request that the Proposing Shareholder(s) provide additional information necessary so as to include a matter in the agenda of a general meeting, as the Board of Directors may reasonably require.

How can I find out the results of the Annual Meeting?

The preliminary voting results will be announced at the Annual Meeting. The final voting results will be tallied by the Company’s General Counsel based on the information provided by the Company’s transfer agent or otherwise and will be published following the Annual Meeting on a report on Form 6-K that we will file with the SEC after the Annual Meeting.

Who is paying for this proxy solicitation?

The Company will bear the costs of solicitation of proxies for the Annual Meeting, including the preparation, assembly, printing, mailing and distribution of the proxy materials. In addition to solicitation by mail, directors, officers and employees of the Company may solicit proxies from shareholders by telephone, personal interview or otherwise. Such directors, officers and employees will not receive additional compensation, but may be reimbursed for reasonable out-of-pocket expenses in connection with such solicitation. Brokers, nominees, fiduciaries and other custodians have been requested to forward soliciting material to the beneficial owners of ordinary shares held of record by them, and such custodians will be reimbursed by the Company for their reasonable out-of-pocket expenses. We may in our discretion retain a proxy solicitor firm to assist us in soliciting proxies for the Annual Meeting.

Where Can I Find the Proxy Materials?

Copies of the proxy card, the notice of the Annual Meeting and this Proxy Statement are available at https://www.cstproxy.com/reeauto/2023. Information about the Annual Meeting can also be found on the “Investor Relations” section of our website. The contents of our and any other website are not incorporated by reference into this Proxy Statement.

What if I Need Help Voting My Shares?

Your vote is important. If you have questions about how to vote your shares, you may contact Investor Relations at investors@ree.auto.

BENEFICIAL OWNERSHIP OF SECURITIES BY
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table and accompanying footnotes set forth information with respect to the beneficial ownership of the Company’s ordinary shares, as of September 19, 2023:

The SEC defines “beneficial ownership” of a security to mean the possession, directly or indirectly, of voting power and/or investment power over such security. A shareholder is also deemed to be, as of any date, the beneficial owner of all securities that such shareholder has the right to acquire within sixty (60) days after that date through (i) the exercise of any option, warrant or right, (ii) the conversion of a security, (iii) the power to revoke a trust, discretionary account or similar arrangement, or (iv) the automatic termination of a trust, discretionary account or similar arrangement. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, ordinary shares subject to options or other rights (as set forth above) held by that person that are currently exercisable or will become exercisable within sixty (60) days thereafter, are deemed outstanding, while such shares are not deemed outstanding for purposes of computing percentage ownership of any other person. Each person named in the table has sole voting and investment power with respect to all of the ordinary shares shown as beneficially owned by such person, except as otherwise indicated in the table or footnotes below.

The percentage of ordinary shares beneficially owned is computed on the basis of 250,581,636 Class A Ordinary Shares and 83,417,110 Class B Ordinary Shares outstanding as of September 19, 2023.

Unless otherwise indicated, we believe that all persons named in the table below have sole voting and investment power with respect to all ordinary shares beneficially owned by them. To our knowledge, no ordinary shares beneficially owned by any executive officer, director or director nominee have been pledged as security.

Voting Power

Neither our major shareholders nor our directors and executive officers have different or special voting rights with respect to their ordinary shares, except that each Class A Ordinary Share is entitled to one (1) vote per share and each Class B Ordinary Share is entitled to ten (10) votes per share.

COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS

For information regarding compensation granted to our four most highly compensated Office Holders (as defined in the Companies Law) during or with respect to the year ended December 31, 2022, please see Item 6B. of our annual report on Form 20-F filed with the SEC on March 28, 2023, and accessible through the Company’s website at https://ree.auto or through the SEC’s website www.sec.gov.

PROPOSAL ONE

RE-ELECTION OF BOARD OF DIRECTORS

Background

Under our Amended and Restated Articles of Association, the number of the Company’s directors is fixed at not less than three (3) and no more than eleven (11). The minimum and maximum number of directors may be changed only by a resolution adopted at a general meeting of shareholders, by (i) so long as Class B Ordinary Shares remain outstanding, a majority of the total voting power of the shareholders and (ii) if no Class B Ordinary Shares remain outstanding, a supermajority of at least sixty-five percent (65%) of the total voting power of the shareholders.

The Board of Directors is presently composed of nine (9) members. Mr. Arik Shteinberg, our current Chairman of the Board of Directors, will not stand for re-election at the Annual Meeting. The Board of Directors has appointed Mr. Carlton Rose to serve as Chairman of the Board of Directors, effective upon his re-election to the Board of Directors as approved by the Company’s shareholders pursuant to this Proposal No. 1.

In accordance with the Companies Law, each director nominee has certified to the Company that he or she satisfies all of the requirements of the Companies Law to serve as a director of a public company and possesses the necessary qualifications and has sufficient time to fulfill their duties as a director of the Company. Such certifications will be available for inspection at the Annual Meeting.

The following is a brief biography of each director nominee.

Carlton Rose has served on the Board of Directors since June 2023. Mr. Rose was employed by United Parcel Service starting in 1980, first as a package handler and, during his 43-year tenure, having earned numerous promotions as a result of his technical skills, business skills and team leadership culminating in his most recent position as its President, Global Fleet Maintenance & Engineering until his retirement in March, 2023. Mr. Rose serves on the board of directors of Lincoln Educational Services Corporation (Nasdaq: LINC) since August 2020. A native of Marion, Indiana, Mr. Rose is an automotive engineering graduate of the Indianapolis campus of Lincoln Technical Institute, now Lincoln College of Technology.

Michal Marom-Brikman has served on the Board of Directors 2021. She specializes in financial and business structures, business deals and corporate governance. Ms. Marom-Brikman has significant experience on public company boards; she is on the board of Partner Communications Co. (Nasdaq: PTNR) and is a board member of the Ichilov Medical Center & Hospital and a member of its investment committee. Ms. Marom-Brikman also served as Co-Founder and CFO of Linkury Technology International Group and as a professional assistant to the president of the CPA Institute in Israel and was chairman of the audit committee of the Halman Aldubi Investment House. Ms. Marom-Brikman serves as a director in the following firms: Union Bank, Spectronix, Naaman Vardinon, Biomedix Incubator, ADO Group, Arko Holdings, Algomizer and Dan Transportation. Ms. Marom-Brikman holds an MA in Finance from the Baruch College of Management, NYU and a BA from the College of Management Academic Studies in Israel.

Alla Felder has served on the Board of Directors since April 2023. Ms. Felder currently serves as CFO of Weebit Nano Ltd., a high-tech company traded on the Australian stock exchange (ASX), a position she has held since 2016, and in addition provides business and financial advisory services. Ms. Felder serves on the boards, including the audit and compensation committees, of several publicly listed companies across several industries, including Enlight Renewable Energy Ltd (Nasdaq: ENLT), Redhill BioPharma Ltd. (Nasdaq: RDHL), Ashtrom Properties Ltd., Israel Shipyards Ltd, Biolight Ltd., Photomyne Ltd. and IdoMoo Ltd. Ms. Felder was a Senior Manager at PricewaterhouseCoopers and received a degree in Business Administration and Accounting from the College of Management Academic Studies Division in Rishon Lezion, Israel and an Executive Master’s degree in the Science of Finance from the City University of New York. Ms. Felder is a Certified Public Accountant in Israel.

Michal Drayman has served on the Board of Directors since April 2023. Mr. Drayman is currently a venture partner in JVP Foodtech Impact Fund L.P., the Foodtech and Agtech investment arm of the Jerusalem Venture Partners VC, an Israeli venture capital fund, having served in such position since 2021 and previously as a Partner of JVP from 2014. In addition, Ms. Drayman serves as a director and member of the audit committee of Perion Network Ltd. (Nasdaq: PERI) and serves on the boards of several privately held companies including Innovopro Ltd., Kinoko Tech Ltd., Agrint Ltd., Greeneye – Centure application Ltd. BioBetter Ltd , aVISI Ltd and MetzerPlast. From 2005 to 2014, Ms. Drayman served as a CFO and VP business development at the European High Tech Capital, a privately held investment firm which is focused on healthcare investments. Prior to that from 2001 to 2004 Ms. Drayman served as the VP Finance America of Lumenis Inc. From 1994 to 2001, Ms. Drayman served in different financial positions in Lumenis Ltd. (previously, Nasdaq:LMNS). Ms. Drayman holds a BA in Economics and Accounting from Haifa University and an MBA from The College of Management, Rishon Letzion, Israel, Biomedical Management Track.

Hicham Abdessamad has served on the Board of Directors since March 2023. Mr. Abdessamad is the Chairman & CEO of Hitachi America, Ltd, overseeing the growth objectives of Hitachi’s North America business across key sectors such as Digital, Green & Mobility, and Innovation. Hitachi in North America has a portfolio of 72 companies and 19 R&D facilities operating in 37 states, with over 24,700 employees. Mr. Abdessamad also serves as an advisor on the investment advisory committee (IAC) appointed by the United States Secretary of Commerce, Gina Raimondo. Mr. Abdessamad has held multiple executive roles within Hitachi, including CEO of Hitachi Global Digital Holdings, President and CEO of Hitachi Consulting. Mr. Abdessamad holds a Bachelor of Science degree in Computer Engineering from Suffolk University, Massachusetts, and has completed the Executive Development Program at the Tuck School of Business at Dartmouth College in New Hampshire, and the Executive Leadership Program at the International Institute of Management Development (IMD) in Lausanne, Switzerland.

Ittamar Givton has served on the Board of Directors since March 2023. Mr. Givton served on the boards of several government entities and public companies in Israel, across the energy, banking, chemical, and communication sectors as well as on the board of the Israeli Stock Exchange. In addition, Mr. Givton served for many years as Managing Director of Automotive Equipment Group in Israel (importer of Suzuki, Man and Bridgestone, among others) and is now serving as Chairman of the Group’s Advisory Committee. Prior to his work in AEG, Mr. Givton held a senior position in the Budget Department of the Israeli Ministry of Finance and later served as VP for Business Development in the Dankner Group. Mr. Givton holds a BA in Economics from Tel Aviv University and an LL.B from the Hebrew University in Jerusalem.

Ahishay Sardes has been the Chief Technology Officer of the Company since 2013 and has served as a member of the Board of Directors since 2021. Mr. Sardes has over 15 years of experience in engineering including mechanics, electronics, software and research. From 2008 to 2013, he served as Head of Engineering at ZIV-AV Technologies, an Israeli engineering company. Mr. Sardes holds a Bachelor of Science in Mechanical Engineering from the Afeka Tel Aviv Academic College of Engineering.

Daniel Barel has been the Chief Executive Officer of the Company and a member of the Board of Directors since 2013. Mr. Barel is an entrepreneur and businessperson who founded several startups in the fields of medical devices, cyber security and software applications. He serves as chairman of SpecterX, an Israeli data management company he co-founded in 2017¹. He also served as Chairman of WOOOF, a social networking platform that he founded in 2012 as well as the CEO and Chairman of CAUTES International, a boutique business consulting firm in Hong Kong that he founded in 2007. Mr. Barel holds a Bachelor of Arts in Economics and Business Administration from the Hebrew University.

Director Independence

Nasdaq Marketplace Rule 5605(b)(1) requires that a majority of our Board of Directors be independent. An “independent director” is defined generally as a person who has no material relationship with the listed company (either directly or as a partner, stockholder or officer of an organization that has a relationship with the listed company). Our Board of Directors has determined that each of the following nominees for election as a director at the Annual Meeting is independent as defined under the Nasdaq corporate governance rules: Michal Marom-Brikman, Alla Felder, Michal Drayman and Ittamar Givton.

The Company’s Board of Directors currently consists of nine directors, eight of whom are standing for reelection at the Annual Meeting. Assuming all such director nominees are re-elected, the Company will have eight directors following the Annual Meeting, four of whom are independent. As a result, the Board of Directors may not be comprised of a majority of independent directors. If the Company no longer complies with Nasdaq Marketplace Rule 5605(b)(1), the Company intends to regain compliance with Nasdaq rules as soon as practicable following the Annual Meeting, and in any event prior to the expiration of any cure period permitted under such rules.

External Directors

Under the Companies Law, companies incorporated under the laws of the State of Israel that are “public companies,” including companies with shares listed on Nasdaq, are required to appoint at least two external directors. Pursuant to regulations promulgated under the Companies Law, companies that do not have a “controlling shareholder” and with shares traded on certain U.S. stock exchanges including Nasdaq, may, subject to certain conditions, “opt out” from the Companies Law requirements to appoint external directors and related Companies Law rules concerning the composition of the audit committee and compensation committee of the Board of Directors. In accordance with these regulations, REE has elected to “opt out” from the Companies Law requirement to appoint external directors. 

Audit Committee

Under Nasdaq corporate governance rules, we are required to maintain an audit committee consisting of at least three independent directors, each of whom is financially literate and one of whom has accounting or related financial management expertise.

Our audit committee consists of Michal Marom-Brikman, Alla Felder, Michal Drayman, and Ittamar Givton. Michal Marom-Brikman serves as the chairperson of the audit committee. Each of the members of our audit committee meets the requirements for financial literacy under the applicable rules and regulations of the SEC and the Nasdaq corporate governance rules. Our Board of Directors has determined that Ms. Marom-Brikman is an audit committee financial expert as defined by the SEC rules.

Our Board of Directors has determined that each member of our audit committee is independent, as such term is defined in Rule 10A3(b)(1) under the Exchange Act, which is different from and more stringent than the general test for independence of board and committee members.

Companies Law Requirements

Under the Companies Law, the board of directors of a public company must appoint an audit committee. We have elected to “opt out” from additional Companies Law requirements relating to the size and composition of the audit committee.

Compensation Committee

Under Nasdaq corporate governance rules, we are required to maintain a compensation committee consisting of at least two independent directors.

Our compensation committee consists of Michal Marom-Brikman, Alla Felder, Michal Drayman, and Ittamar Givton. Michal Marom-Brikman serves as the chairperson of the compensation committee. Our Board of Directors has determined that each member of our compensation committee is independent under Nasdaq corporate governance rules, including the additional independence requirements applicable to the members of a compensation committee.

Companies Law Requirements

Under the Companies Law, the board of directors of a public company must appoint a compensation committee. We have elected to “opt out” from additional Companies Law requirements relating to the size and composition of the compensation committee.

Diversity of the Board of Directors

Board Diversity Matrix

(As of September 1, 2023)

Proposed Resolution

We are proposing to adopt the following resolution:

“RESOLVED, to re-elect each of Mr. Carlton Rose, Mrs. Michal Marom-Brikman, Ms. Alla Fedler, Ms. Michal Drayman, Mr. Hicham Abdessamad, Mr. Ittamar Givton, Mr. Ahishay Sardes, and Mr. Daniel Barel to serve as a director of the Company, and to hold office until the close of business of the annual general meeting of shareholders to be held in 2024 and until his or her respective successor is duly elected and qualified, or until such individual’s earlier resignation or retirement.”

BOARD RECOMMENDATION

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSED RESOLUTION

PROPOSAL TWO

APPROVE A REVERSE SHARE SPLIT OF THE COMPANY’S CLASS A ORDINARY SHARES, WITHOUT PAR VALUE, AND CLASS B ORDINARY SHARES, WITHOUT PAR VALUE, BY A RATIO IN THE RANGE OF ONE-FOR-TWENTY AND ONE-FOR-THIRTY, TO BE DETERMINED BY THE BOARD OF DIRECTORS, EFFECTIVE ON A DATE TO BE DETERMINED BY THE BOARD OF DIRECTORS.

Summary

Our Board of Directors has unanimously approved a proposal to amend the Amended and Restated Articles of Association to effect a reverse share split of all of our outstanding ordinary shares by a ratio in the range of one-for-twenty to one-for-thirty, to be determined in the Board of Director’s sole discretion (the “Reverse Share Split”). The proposal provides that if the Reverse Share Split is approved by shareholders, the Board of Directors will implement the Reverse Share Split, as soon as practicable or as otherwise required after such approval, with an effective date to be determined by the Board of Directors, for the purposes of maintaining the listing of our ordinary shares on the Nasdaq Capital Market.

On November 10, 2022, we announced that we received a notification from the Nasdaq Stock Market LLC (“Nasdaq”) that we are not in compliance with the minimum bid price requirement for continued listing, as set forth in Listing Rule 5550(a)(2), which requires listed securities to maintain a minimum bid price of $1.00 per share (the “Minimum Bid Price Requirement”), and that we had 180 calendar days, until May 8, 2023 (the “Initial Period”), to regain compliance with the Minimum Bid Price Requirement. We did not regain compliance with the minimum $1 bid price per share requirement during the Initial Period. On May 9, 2023 we received a letter from Nasdaq notifying us that we are eligible for an additional 180-day compliance period to cure the deficiency, until November 6, 2023 (the “Extension Period”). We will regain compliance with the Minimum Bid Price Requirement if, by the end of the Extension Period, the closing bid price of our Class A ordinary shares is at least $1.00 for a minimum of ten consecutive business days. If we cannot demonstrate such compliance by the end of the Extension Period, the Nasdaq staff may notify us that our ordinary shares are subject to delisting. The proposed Reverse Share Split is intended to adjust our Class A ordinary shares’ bid price upward in the event that our Class A ordinary shares’ bid price does not demonstrate compliance by itself during the abovementioned timeframe. If the Reverse Share Split is authorized by our shareholders, our Board will have the discretion to implement the reverse share split at a ratio within the range that was approved by the shareholders or effect no reverse share split at all.

The exact ratio of the Reverse Share Split shall be set at a whole number within the above range as determined by our Board of Directors in its sole discretion. Our Board of Directors believes that the availability of alternative Reverse Share Split ratios in the range of one-for-twenty and one-for-thirty will provide it with the flexibility to implement the Reverse Share Split in a manner designed to maximize the anticipated benefits for the Company and its shareholders. In determining whether to implement the Reverse Share Split following the receipt of shareholder approval, our Board of Directors may consider, among other things, factors such as:

The Reverse Share Split will become effective on a future date to be determined by the Board of Directors. Except for adjustments that may result from the treatment of fractional shares as described below, each holder of our ordinary shares will hold the same percentage of our outstanding ordinary shares immediately following the Reverse Share Split as such shareholder holds immediately prior to the Reverse Share Split.

The form of amendment to the Amended and Restated Articles of Association reflecting the Reverse Share Split is set forth in Appendix A to this Proxy Statement, assuming a ratio of one-to-twenty five reverse share split ratio, which is the middle of the proposed range. The text of the form of amendment accompanying this Proxy Statement, which is marked to show proposed changes from Article 5 of the current Amended and Restated Articles of Association, is subject to further amendment to reflect the exact ratio for the Reverse Share Split and any changes that the Board of Directors may determine to be necessary or advisable ultimately to comply with applicable law and to effect the Reverse Share Split.

Our Board of Directors believes that approval of the amendment to the Amended and Restated Articles of Association to effect the Reverse Share Split is in the best interests of the Company and our shareholders and has unanimously recommended that the proposed amendment be presented to our shareholders for approval.

Purposes of the Reverse Share Split

The primary purpose for the Reverse Share Split is based on the Board of Directors belief that the Reverse Share Split will be necessary to maintain the listing of our Class A ordinary shares on the Nasdaq Capital Market. The Board of Directors believes that the Reverse Share Split could also improve the marketability and liquidity of the ordinary shares. Even if our Class A ordinary shares organically increases in price to comply with the Minimum Bid Price Requirement, the Company has committed to Nasdaq to effect a reverse split to help ensure long-standing compliance with this Nasdaq rule.

 Risks of the Reverse Share Split

We cannot assure you that the proposed Reverse Share Split will increase our share price and have the desired effect of restoring and maintaining compliance with the Minimum Bid Price Requirement. The Board of Directors expects that the Reverse Share Split of our Class A ordinary shares will increase the market price of our Class A ordinary shares so that we are able to regain and help maintain compliance with the Minimum Bid Price Requirement. However, the effect of the Reverse Share Split upon the market price of our Class A ordinary shares cannot be predicted with any certainty, and the history of similar Reverse Share Splits for companies in like circumstances is varied.

It is possible that the per share price of our Class A ordinary shares after the Reverse Share Split will not rise in proportion to the reduction in the number of ordinary shares outstanding resulting from the Reverse Share Split, and the market price per post-Reverse Share Split share may not exceed or remain in excess of the $1.00 minimum bid price for a sustained period of time, and the Reverse Share Split may not result in a per share price that would attract brokers and investors who do not trade in lower priced stocks. Even if we effect the Reverse Share Split, the market price of our ordinary shares may decrease due to factors unrelated to the Reverse Share Split. In any case, the market price of our Class A ordinary shares may also be based on other factors which may be unrelated to the number of shares outstanding, including our future performance. If the Reverse Share Split is consummated and the trading price of our Class A ordinary shares declines, the percentage decline as an absolute number and as a percentage of our overall market capitalization may be greater than would occur in the absence of the Reverse Share Split. Even if the market price per post-Reverse Share Split Class A ordinary share remains in excess of $1.00 per share, we may be delisted due to a failure to meet other continued listing requirements, including Nasdaq requirements related to the minimum stockholders’ equity, the minimum number of shares that must be in the public float, the minimum market value of the public float and the minimum number of round lot holders.

The Reverse Share Split may decrease the liquidity of our ordinary shares. The liquidity of our Class A ordinary shares may be harmed by the Reverse Share Split given the reduced number of Class A ordinary shares that would be outstanding after the Reverse Share Split, particularly if the share price does not increase as a result of the Reverse Share Split. In addition, investors might consider the increased proportion of unissued authorized Class A ordinary shares to issued shares to have an anti-takeover effect under certain circumstances, because the proportion allows for dilutive issuances which could prevent certain shareholders from changing the composition of the Board of Directors or render tender offers for a combination with another entity more difficult to successfully complete. The Board of Directors does not intend for the Reverse Share Split to have any anti-takeover effects.

Principal Effects of the Reverse Share Split

Ordinary Shares. If this proposal is approved by the shareholders at the Annual Meeting and the Reverse Share Split is implemented, subject to the conditions set out in this Proposal No. 2, the Reverse Share Split will automatically come into effect on such date that the board will determine (the “Effective Date”). The Company plans to publicly announce the Effective Date. Except for adjustments that may result from the treatment of fractional shares as described below, each issued ordinary share immediately prior to the Effective Date will automatically be changed, as of the Effective Date, into a fraction of an ordinary share based on the exchange ratio within the approved range determined by the Board of Directors. In addition, proportional adjustments will be made to the maximum number of ordinary shares issuable under, and other terms of, (i) our equity incentive plans, and (ii) the number of ordinary shares issuable under our outstanding RSUs and the number of ordinary shares issuable under, and the exercise price of, our outstanding options.

Except for adjustments that may result from the treatment of fractional ordinary shares as described below, because the Reverse Share Split would apply to all issued ordinary shares, the Reverse Share Split would not alter the relative rights and preferences of our existing shareholders nor affect any shareholder’s proportionate equity interest in the Company. For example, a holder of two percent (2%) of the voting power of the outstanding Class A ordinary shares, immediately prior to the effectiveness of the Reverse Share Split will generally continue to hold two percent (2%) of the voting power of the outstanding Class A ordinary shares, immediately after the Reverse Share Split. Moreover, the number of shareholders of record of the Company’s ordinary shares will not be affected by the Reverse Share Split.

Effect on Employee Plans, Options, Restricted Stock Awards and Convertible or Exchangeable Securities. Pursuant to the terms of the 2021 Employee Stock Purchase Plan and the 2021 Share Incentive Plan (together, the “Plans”), the Board of Directors or a committee thereof, as applicable, will adjust the number of ordinary shares available for future grant under the Plans, the number of ordinary shares underlying outstanding awards, the exercise price per share of outstanding options, and other terms of outstanding awards issued pursuant to the Plans to equitably reflect the effects of the Reverse Share Split based upon the Reverse Share Split ratio determined by the Board of Directors. Proportionate adjustments are also generally required to be made to the per share exercise or conversion prices, as applicable, and the number of ordinary shares issuable upon the exercise or conversion, as applicable, of outstanding options, and/or any other convertible or exchangeable securities that may entitle the holders thereof to purchase, exchange for, or convert into, ordinary shares. This would result in approximately the same aggregate price being required to be paid under such options and other then outstanding convertible or exchangeable securities upon exercise or conversion, as applicable, and approximately the same value of ordinary shares being delivered upon such exercise, exchange or conversion, immediately following the Reverse Share Split as was the case immediately preceding the Reverse Share Split. The number of ordinary shares subject to restricted stock awards and restricted stock units will be similarly adjusted, subject to our treatment of fractional ordinary shares. The number of Class A ordinary shares reserved for issuance pursuant to these securities and our Plans will be adjusted proportionately based upon the Reverse Share Split ratio determined by the Board of Directors, subject to our treatment of fractional ordinary shares.

Listing. Our Class A ordinary shares currently trade on the Nasdaq Capital Market. The Reverse Share Split will directly affect the listing of our Class A ordinary shares on the Nasdaq Capital Market, and we believe that the Reverse Share Split could potentially increase our share price, facilitating compliance with the Minimum Bid Price Requirement. Following the Reverse Share Split, we intend for our Class A ordinary shares to continue to be listed on the Nasdaq Capital Market under the symbol “REE”, subject to our ability to continue to comply with Nasdaq rules, although our Class A ordinary shares would have a new committee on uniform securities identification procedures (“CUSIP”) number, a number used to identify our ordinary shares.

“Public Company” Status. Our Class A ordinary shares are currently registered under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and we are subject to the “public company” periodic reporting and other requirements of the Exchange Act. The proposed Reverse Share Split will not affect our status as a public company or this registration under the Exchange Act. The Reverse Share Split is not intended as, and will not have the effect of, a “going private transaction” covered by Rule 13e-3 under the Exchange Act.

Odd Lot Transactions. It is likely that some of our shareholders will own “odd-lots” of less than 100 Class A ordinary shares following the Reverse Share Split. A purchase or sale of less than 100 ordinary shares (an “odd lot” transaction) may result in incrementally higher trading costs through certain brokers, particularly “full service” brokers, and generally may be more difficult than a “round lot” sale. Therefore, those shareholders who own less than 100 Class A ordinary shares following the Reverse Share Split may be required to pay somewhat higher transaction costs and may experience some difficulties or delays should they then determine to sell their ordinary shares.

Authorized but Unissued Shares. Potential Anti-Takeover Effects. Our Amended and Restated Articles of Association presently authorizes 1,000,000,000 Class A ordinary shares and 83,417,110 Class B ordinary shares. The Reverse Share Split would decrease the number of authorized ordinary shares, as well as the number of issued and outstanding ordinary shares proportionally.

Fractional Shares

We will not issue fractional certificates for post-Reverse Share Split ordinary shares in connection with the Reverse Share Split. To the extent any holders of pre-Reverse Share Split ordinary shares are entitled to fractional ordinary shares as a result of the Reverse Share Split, the Company will round each fractional ordinary share to the closest whole number and issue an additional share to all holders of fractional ordinary shares of 0.5 ordinary shares or larger.

No Dissenters’ Rights

Under Israel law, our shareholders would not be entitled to dissenters’ rights or rights of appraisal in connection with the implementation of the Reverse Share Split, and we will not independently provide our shareholders with any such rights.

Certain Material United States Federal Income Tax Consequences

The following is a summary of certain material United States federal income tax consequences of the Reverse Share Split. It does not address any state, local or foreign income or other tax consequences, which, depending upon the jurisdiction and the status of the stockholder/taxpayer, may vary from the United States federal income tax consequences. It applies to you only if you held pre-Reverse Share Split ordinary shares as capital assets for United States federal income tax purposes. This discussion does not apply to you if you are a member of a class of our shareholders subject to special rules, such as (a) a dealer in securities or currencies, (b) a trader in securities that elects to use a mark-to-market method of accounting for your securities holdings, (c) a bank, insurance company, or other financial institutions, (d) a regulated investment company, (e) a tax-exempt organization, (f) a tax-qualified retirement plan, (g) a person that owns ordinary shares that are a hedge, or that are hedged, against interest rate risks, (h) a person who owns ordinary shares as part of a straddle or conversion transaction for tax purposes, (i) a person whose functional currency for tax purposes is not the U.S. dollar, (j) a person deemed to sell our ordinary shares under the constructive sale provisions of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), (k) a person that acquired our ordinary shares through the exercise of employee stock options or otherwise as compensation or through a tax-qualified retirement plan, (l) a person that owns, directly, indirectly or constructively, at any time, ordinary shares representing 5% or more of our voting power or value, or (m) certain former citizens or long-term residents of the United States. The discussion is based on the Internal Revenue Code, its legislative history, existing, temporary and proposed regulations under the Internal Revenue Code, published rulings and court decisions, all as of the date hereof. These laws, regulations and other guidance are subject to change, possibly on a retroactive basis. We have not sought and will not seek an opinion of counsel or a ruling from the Internal Revenue Service (“IRS”) regarding the United States federal income tax consequences of the Reverse Share Split. Our view regarding the tax consequences of the Reverse Share Split is not binding on the IRS or the courts.  Moreover, there can be no assurance that the IRS or a court will agree with such statements and conclusions.

If a partnership (or other entity or arrangement classified as a partnership for U.S. federal income tax purposes) is the beneficial owner of our ordinary shares, the U.S. federal income tax treatment of a partner in the partnership will generally depend on the status of the partner and the activities of the partnership. Partnerships that hold our ordinary shares, and partners in such partnerships, should consult their own tax advisors regarding the U.S. federal income tax consequences of the Reverse Share Split.

Tax Consequences to United States Holders of Ordinary Shares. A United States holder, as used herein, is a shareholder who or that is, for United States federal income tax purposes: (a) a citizen or individual resident of the United States, (b) a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) that is created or organized (or treated as created or organized) in or under the laws of the United States, any state thereof or the District of Columbia, (c) an estate whose income is subject to United States federal income tax regardless of its source, or (d) a trust, if (i) a United States court can exercise primary supervision over the trust’s administration and one or more United States persons are authorized to control all substantial decisions of the trust, or (ii) it has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person. This discussion applies only to United States holders.

Except for adjustments that may result from the treatment of fractional ordinary shares as described above and subject to the discussion regarding passive foreign investment company (“PFIC”) status below, no gain or loss should be recognized by a shareholder upon such shareholder’s exchange of pre-Reverse Share Split ordinary shares for post-Reverse Share Split ordinary shares pursuant to the Reverse Share Split, and the aggregate adjusted basis of the post-Reverse Share Split ordinary shares received should be the same as the aggregate adjusted basis of our ordinary shares exchanged for such new shares. The holding period for the post-Reverse Share Split ordinary shares should include the period during which the shareholder held the pre-Reverse Share Split ordinary shares surrendered. United States holders that hold ordinary shares acquired on different dates and at different prices should consult their tax advisors regarding identifying the bases and holding periods of the particular ordinary shares they hold after the Reverse Share Split.

Pursuant to Section 1291(f) of the Code, to the extent provided in U.S. Treasury regulations, if a U.S. person transfers stock in a PFIC in a transaction that does not result in full recognition of gain, then any unrecognized gain is required to be recognized notwithstanding any nonrecognition provision in the Code. The U.S. Treasury has issued proposed regulations under Section 1291(f) of the Code, but they have not been finalized. The IRS could take the position that Section 1291(f) of the Code is effective even in the absence of finalized regulations, or the regulations could be finalized with retroactive effect. Accordingly, no assurances can be provided as to the potential applicability of Section 1291(f) of the Code to the Reverse Share Split.

Based on the current and anticipated composition of the income, assets and operations of the Company and its subsidiaries, there is a substantial risk that the Company was a PFIC for U.S. federal income tax purposes for 2022, and the Company may be a PFIC for U.S. federal income tax purposes for current or future taxable years. Because PFIC status is determined annually and is based on our income, assets and activities for the entire taxable year, it is not possible to determine with certainty whether the Company will be characterized as a PFIC for the 2023 taxable year until after the close of the year. If we are treated as a PFIC with respect to a United States holder for the 2023 taxable year and Section 1291(f) applies to the United States holder’s exchange of pre-Reverse Share Split ordinary shares for post-Reverse Share Split ordinary shares pursuant to the Reverse Share Split, the United States holder may be required to recognize any gain realized on such transfer, in which case such gain generally would be subject to the “excess distribution” rules under Section 1291 of the Code. United States holders are urged to consult their own tax advisors regarding the application of the PFIC rules to the Reverse Share Split.

Certain Israeli Tax Consequences

The following discussion summarizing certain Israeli income tax consequences of the Reverse Share Split is based on the Israeli Income Tax Ordinance [New Version], 1961, as amended (the “Ordinance”), and the policy of the Israel Tax Authority (the “ITA”) as currently in effect and is for general information only. The Ordinance and ITA policy are subject to change retroactively as well as prospectively. This summary does not purport to be a complete discussion of all the possible Israeli income tax consequences and is included for general information only. Further, it does not address the tax treatment of any fractional shares that may result from the Reverse Share Split. Shareholders are urged to consult their own tax advisors to determine the particular consequences to them of the Reverse Share Split.

Generally, a reverse share split could be viewed for Israeli tax purposes as a sale of the ordinary shares held by each shareholder prior to the Reverse Share Split, with the consideration being the new ordinary shares received in the Reverse Share Split. Such sale (or deemed sale) of ordinary shares will generally be viewed as a capital gain taxable event for Israeli tax purposes and will result in the recognition of capital gain or capital loss for Israeli income tax purposes, unless an applicable exemption is provided under Israeli tax law or under an applicable tax treaty for the prevention of double taxation that exists between the State of Israel and the country of residence of the shareholder.

However, Income Tax Ruling 15/07 issued by the ITA provides that if certain requirements are met, a reverse share split would not be viewed as a capital gain taxable event and the aggregate tax basis of the new shares received (or deemed received) in the Reverse Share Split will be the same as the shareholder’s aggregate tax basis in the pre-Reverse Share Split ordinary shares exchanged (or deemed exchanged) therefor. The shareholder’s holding period for the new shares will include the period during which the shareholder held the pre-Reverse Share Split ordinary shares surrendered (or deemed surrendered) in the Reverse Share Split. The requirements of the foregoing ruling are as follows: the Reverse Share Split shall apply the same conversion ratio for all Company shares and all of the Company’s shareholders; there will be no change in the shareholders’ rights (whether in their voting rights or rights for profits) as a result of the Reverse Share Split; the Reverse Share Split shall not include any consideration, compensation or other economic benefit (whether by cash or by cash equivalents) paid or accrued to the shareholders or to the Company; the economic value of all of the issued shares shall not be affected by the Reverse Share Split; and the Reverse Share Split will not affect any change other than the number of issued shares. We believe that the Reverse Share Split meets the requirements of the foregoing ruling and accordingly, that the Reverse Share Split would not be viewed as a capital gain taxable event and the aggregate tax basis of the new shares received (or deemed received) in the Reverse Share Split should be the same as the shareholder’s aggregate tax basis in the pre-Reverse Share Split ordinary shares exchanged (or deemed exchanged) therefor. The shareholder’s holding period for the new shares should include the period during which the shareholder held the pre-Reverse Share Split ordinary shares surrendered (or deemed surrendered) in the Reverse Share Split. Our view regarding the tax consequences of the Reverse Share Split is not binding, however, on the ITA or courts. Accordingly, each shareholder should consult with his, her or its own tax advisor with respect to all the potential Israeli tax consequences to such shareholder of the Reverse Share Split.

THE U.S. AND ISRAELI TAX CONSEQUENCES OF THE REVERSE SHARE SPLIT MAY DEPEND UPON THE PARTICULAR CIRCUMSTANCES OF EACH SHAREHOLDER. ACCORDINGLY, PLEASE CONSULT YOUR OWN TAX ADVISOR CONCERNING THE CONSEQUENCES OF THE REVERSE SHARE SPLIT IN YOUR PARTICULAR CIRCUMSTANCES UNDER THE INTERNAL REVENUE CODE, THE ORDINANCE AND THE LAWS OF ANY OTHER TAXING JURISDICTION.

Accounting Consequences

Following the Effective Date of the Reverse Share Split, if any, the net income or loss and net book value per ordinary share will be increased because there will be fewer shares of ordinary shares outstanding. We do not anticipate that any other accounting consequences would arise as a result of the Reverse Share Split.

Exchange of Share Certificates

As of the Effective Date, each certificate representing ordinary shares outstanding before the Reverse Share Split will be deemed, for all corporate purposes, to evidence ownership of the reduced number of ordinary shares resulting from the Reverse Share Split. All ordinary shares underlying options and other securities exchangeable or exercisable for or convertible into ordinary shares also automatically will be adjusted on the Effective Date.

Our transfer agent, Continental Stock Transfer & Trust Company, will act as the exchange agent for purposes of exchanging share certificates subsequent to the Reverse Share Split. Shortly after the Effective Date, shareholders of record will receive written instructions requesting them to complete and return a letter of transmittal and surrender their old share certificates for new share certificates reflecting the adjusted number of shares as a result of the Reverse Share Split. Certificates representing ordinary shares issued in connection with the Reverse Share Split will continue to bear the same restrictive legends, if any, that were borne by the surrendered certificates representing the ordinary shares outstanding prior to the Reverse Share Split. No new certificates will be issued until such shareholder has surrendered any outstanding certificates, together with the properly completed and executed letter of transmittal, to the exchange agent. Until surrendered, each certificate representing ordinary shares outstanding before the Reverse Share Split would continue to be valid and would represent the adjusted number of ordinary shares, based on the ratio of the Reverse Share Split.

Any shareholder whose share certificates are lost, destroyed or stolen will be entitled to a new certificate or certificates representing post-Reverse Share Split ordinary shares upon compliance with the requirements that we and our transfer agent customarily apply in connection with lost, destroyed or stolen certificates. Instructions as to lost, destroyed or stolen certificates will be included in the letter of instructions from the exchange agent.

Upon the Reverse Share Split, we intend to treat shareholders holding our Class A ordinary shares in “street name,” through a bank, broker or other nominee, in the same manner as registered shareholder whose ordinary shares are registered in their names. Banks, brokers and other nominees will be instructed to effect the Reverse Share Split for their beneficial holders holding our Class A ordinary shares in “street name”. However, such banks, brokers and other nominees may have different procedures than registered shareholders for processing the Reverse Share Split. If you hold your shares in “street name” with a bank, broker or other nominee, and if you have any questions in this regard, we encourage you to contact your bank, broker or nominee.

YOU SHOULD NOT DESTROY YOUR SHARE CERTIFICATES AND YOU SHOULD NOT SEND THEM NOW. YOU SHOULD SEND YOUR SHARE CERTIFICATES ONLY AFTER YOU HAVE RECEIVED INSTRUCTIONS FROM THE EXCHANGE AGENT AND IN ACCORDANCE WITH THOSE INSTRUCTIONS.

If any certificates for Class A ordinary shares are to be issued in a name other than that in which the certificates for ordinary shares surrendered are registered, the shareholder requesting the reissuance will be required to pay to us any transfer taxes or establish to our satisfaction that such taxes have been paid or are not payable and, in addition, (a) the transfer must comply with all applicable federal and state securities laws, and (b) the surrendered certificate must be properly endorsed and otherwise be in proper form for transfer.

Book-Entry

The Company’s registered shareholders may hold some or all of their ordinary shares electronically in book-entry form with our transfer agent. These shareholders do not have share certificates evidencing their ownership of ordinary shares. They are, however, provided with a statement reflecting the number of ordinary shares registered in their accounts.

Interests of Directors and Executive Officers

Our directors and executive officers have no substantial interests, directly or indirectly, in the matters set forth in this Proposal No. 2 except to the extent of their ownership of Class A ordinary shares and equity awards granted to them under our equity incentive plans.

Proposed Resolution

We are proposing to adopt the following resolution:

“RESOLVED, to approve a reverse share split of the Company’s Class A ordinary shares, without par value, and Class B ordinary shares, without par value, by a ratio in the range of one-for-twenty to one-for-thirty, to be determined by the Board of Directors, effective on a date to be determined by the Board of Directors.”

BOARD RECOMMENDATION

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSED RESOLUTION

PROPOSAL THREE

AMENDMENT THE COMPANY’S AMENDED AND RESTATED ARTICLES OF ASSOCIATION

Background

Our shareholders are being asked to approve certain amendments to the Amended and Restated Articles of Association, as described below. The Amended and Restated Articles of Association, which include the amendments described in this Proposal No. 3, are attached to the Proxy Statement as Appendix B, which is marked to show proposed changes from the current Amended and Restated Articles of Association. The Board of Directors has reviewed the proposed amendments and has determined that they are in the best interests of the Company and its shareholders, as detailed below.

Reverse Share Split

The suggested amendments do not reflect the Reverse Share Split as described in Proposal No. 2 of this Proxy Statement and Appendix B does not include amendments to the Amended and Restated Articles of Association to reflect the Reverse Share Split. Amendments related to the Reverse Share Split, which are attached to the Proxy Statement as Appendix A, will only be included in the Amended and Restated Articles of Association if Proposal No. 2 is approved by shareholders, and if the Board of Directors determines to implement the Reverse Share Split and selects an exact ratio to do so. The form of amendment to the Amended and Restated Articles of Association reflecting the Reverse Share Split is set forth in Appendix A to this Proxy Statement, assuming a ratio of one-to-twenty five reverse share split ratio, which is the middle of the proposed range.

Summary of Proposed Changes

The following is a summary of the proposed amendments to the Amended and Restated Articles of Association, as provided in Appendix B.

Technical Changes

The suggested amendments reflect various technical or minor changes throughout the Amended and Restated Articles of Association, including but not limited to proposed changes in Article 7A(b)(i)(1) and Article 25.

Definition of Cause

The suggested amendments in Article 7A(j)(ii) are intended to add more clarity with respect to the considerations the Board of Directors must take into account when determining the existence of Cause (as defined in our Amended and Restated Articles of Association) in connection with the Company’s termination of a Company founder’s employment resulting in suspension of the Class B Ordinary Shares held by a founder and specifically when such a determination is made in subjective circumstances.

In cases of (a) willful act of material dishonesty by a Founder (as defined in our Amended and Restated Articles of Association) in connection with or related to such Founder’s employment, or (b) a material breach of the Founder’s employment agreement, a requirement was added that such willful act, material dishonesty or material breach would result, or would reasonably be expected to result, in material loss, damage or injury to the Company and its subsidiaries, their goodwill, business or reputation.

The Company believes that these changes clarify the circumstances under which Cause would be determined to occur and better track the original intent of the Amended and Restated Articles of Association.

Authorized Share Capital

The suggested deletion of Article 8(a)(iv) would conform the Amended and Restated Articles of Association with Israeli law, which does not allow a Company to reduce its share capital without court approval.

Powers of the Board of Directors

The suggested addition of new Article 35(b) would allow a general meeting of the Company’s shareholders to assume the powers of the Board of Directors in a specific matter and for a specific period which shall not exceed the time period required under the circumstances. Such suggested amendment is standard language in the articles of association of many Israeli companies.

The suggested deletion of the last clause in Article 35 is intended to remove the Board of Director’s power to set aside any amount(s) of the Company’s profit as a reserve. This paragraph is not required as a separate provision, in accordance with the Companies Law, since the Board of Directors has the general authority to approve dividends and distributions, and the authority to set aside amounts as reserves is embedded in the general authority to approve dividends.

Delegation of Board of Director’s Powers

The suggested amendment in Article 37(a) would remove the ability of a committee of the Board of Directors to delegate its powers to a single director, which is not customary for an Israeli company and is not recommended from a good corporate governance perspective.

Number of Persons to be Proposed to the Shareholders for Election as Directors

The suggested amendments in Article 39(c) would remove the ability of the Board of Directors to delegate to a committee of the Board of Directors the power to determine the number of persons to be proposed to the Company’s shareholders for election as directors at a general meeting of shareholders. As a result, the Board of Directors would have the power to determine the number of persons to be proposed to the shareholders for election as directors by the general meeting.

Shareholder Nominees for Director

The suggested amendments in Article 39(d) would allow the Board of Directors to determine whether a proposal request relating to an alternate nominee for election to the Board of Directors is appropriate, as required under the Companies Law, and is standard language in the articles of association of many Israeli companies.

Contested Elections

The suggested amendments to Article 39(e) would provide more discretion to the Board of Directors in connection with any contested election for director or directors of the Company, such that the Board of Directors would be able to determine what method of calculation of the votes to apply in cases of contested elections. Such suggested amendments have become more standard recently for many Israeli companies listed on Nasdaq, and are intended to provide more flexibility to allow use of voting methods such as a ‘universal proxy card’ in situations where the number of nominees exceeds the number of vacancies.

Quorum in Board Meeting

The suggested amendments to Article 45 are designed to ensure that at least one of the Company’s two co- founders participates in every Board of Directors meeting for as long as both co-founders are directors of the Company.

Indemnity of Office Holder

The suggested amendment to Article 64(ii) clarifies that an office holder will be entitled to indemnification if financial liability was imposed on him or her with respect to an offence that led to a monetary sanction. This amendment is consistent with the wording of the Companies Law. 

Lock-up

The proposed deletion of Article 67 is intended to remove from the Amended and Restated Articles a lock-up provision that is no longer relevant due to its expiration.

Proposed Resolution

We are therefore proposing to adopt the following resolution:

“RESOLVED, to approve certain amendments to the Company’s Amended and Restated Articles of Association, as described in the Proxy Statement.”

Required Vote

See “How many votes are needed to approve each proposal?” above.

BOARD RECOMMENDATION

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSED RESOLUTION

PROPOSAL FOUR

RE-APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AND
AUTHORIZATION OF THE BOARD OF DIRECTORS TO SET THE REMUNERATION OF THE
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Background

Under the Companies Law, the shareholders of the Company are authorized to appoint the Company’s independent registered public accounting firm and to authorize the Board of Directors to determine the independent registered public accounting firm’s remuneration. The Nasdaq corporate governance rules require that the Company’s Audit Committee approve the re-appointment and remuneration of the independent registered public accounting firm.

At the Annual Meeting, shareholders will be asked to approve the re-appointment of Kost, Forer, Gabbay & Kasierer, a member firm of Ernst & Young Global (the “Firm”), as the Company’s independent registered public accounting firm for the year ending December 31, 2023, and its service until the annual general meeting of shareholders to be held in 2024, and to authorize the Board of Directors, upon the recommendation of the Audit Committee, to fix the remuneration of the independent registered public accounting firm. The Firm has served as the Company’s independent registered public accounting firm since 2015.

For information on the fees paid by the Company and its subsidiaries to the Firm in each of the previous two fiscal years, please see “Item 16C. Principal Accountant Fees and Services” in the Company’s Annual Report on Form 20-F for the year ended December 31, 2022, filed with the SEC on March 28, 2023.

Audit Committee Pre-Approval Policies and Procedures

Our Audit Committee provides assistance to the Board of Directors in fulfilling its legal and fiduciary obligations in matters involving our accounting, auditing, financial reporting, internal control and legal compliance functions by pre-approving the services performed by our independent accountants and reviewing their reports regarding our accounting practices and systems of internal control over financial reporting. Our Audit Committee has adopted a pre-approval policy for the engagement of our independent public accounting firm to perform certain audit and non-audit services. Pursuant to this policy, which is designed to assure that such engagements do not impair the independence of our auditors, the audit committee pre-approves annually a catalog of specific audit and non-audit services in the categories of audit service, audit-related service and tax services that may be performed by our independent public accounting firm.

Proposed Resolution

We are therefore proposing to adopt the following resolution:

“RESOLVED, to approve the re-appointment of Kost, Forer, Gabbay & Kasierer, a member firm of Ernst & Young Global, as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023, and its service until the annual general meeting of shareholders to be held in 2024, and to authorize the Board of Directors, upon the recommendation of the Audit Committee, to fix the remuneration of the independent registered public accounting firm.”

BOARD RECOMMENDATION

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSED RESOLUTION

PRESENTATION OF THE 2023 FINANCIAL STATEMENTS

The Board of Directors has approved, and is presenting to shareholders for receipt and consideration at the Annual Meeting, the Company’s annual consolidated financial statements for the year ended December 31, 2023, which are included in the Company’s annual report on Form 20-F filed with the SEC on March 28, 2023, and the Company’s interim consolidated financial statements (unaudited) as of and for the six months ended June 30, 2023, which are included in the Company’s Report on Form 6-K filed with the SEC on August 29, 2023. Such financial statements are also accessible through the Company’s website at https://ree.auto or through the SEC’s website www.sec.gov.

OTHER BUSINESS

The Board of Directors is not aware of any other matters that may be presented at the Meeting other than those specified in the enclosed Notice of Annual General Meeting of Shareholders. If any other matters do properly come before the Annual Meeting, it is intended that the persons named as proxies will vote, pursuant to their discretionary authority, according to their best judgment and in the best interest of the Company.

September 21, 2023

Appendix A

The authorized share capital of the Company shall consist of (i) 1,000,000,00040,000,000 Class A Ordinary Shares, without par value (the “Class A Shares”) and (ii) 83,432,8173,337,313 Class B Ordinary Shares, without par value (the “Class B Shares”, and together with the Class A Shares, the “Shares”). The rights, powers and preferences of the Class A Shares and Class B Shares shall be as set forth in these Articles.

Appendix B

THE COMPANIES LAW, 1999

A LIMITED LIABILITY COMPANY

----------------

ARTICLES OF ASSOCIATION

OF

REE AUTOMOTIVE LTD.

As Adopted on _____, 20212023

Preliminary

Limited Liability

Company’s Objectives

The Company’s objectives are to carry on any business, and do any act, which is not prohibited by law.

The Company may donate a reasonable amount of money (in cash or in kind, including the Company’s securities) to worthy purposes, as the Board of Directors may determine in its discretion, even if such donations are not made on the basis or within the scope of business considerations of the Company.

Share Capital

The authorized share capital of the Company shall consist of (i) 1,000,000,000 Class A Ordinary Shares, without par value (the “Class A Shares”) and (ii) 83,432,817 Class B Ordinary Shares, without par value (the “Class B Shares”, and together with the Class A Shares, the “Shares”). The rights, powers and preferences of the Class A Shares and Class B Shares shall be as set forth in these Articles.

Voting Power

Suspension

All outstanding Class B Shares owned by a Founder shall (A) automatically and without further action on the part of the Company or any holder of Class B Shares, be suspended for no consideration and shall thereafter have no further voting power, and such shares shall not be re-instated by the Company in the event that all Class A Shares that are then held by such Founder and the Permitted Class B Owners of such Founder (including without limitation all Class A Shares that are the subject of vested or unvested options or other equity awards held by such Founder) represent less than 33% of the Base Class A Shares (as defined below) of such Founder; and (B) be subject to suspension by the Company (without consideration) on the date of the earliest to occurs of (i), (ii) or (iii) below (the “Trigger Conditions”):

(i)

when both of the following cumulative conditions are met:

OR

(ii) ninety (90) days following the date on which such Founder’s employment as an officer of the Company is terminated for Cause; provided, however, that if, prior to the expiration of such ninety-day period, (a) the Board of Directors repeals its determination that such Founder was terminated for Cause or determines that the Cause had been cured, then the provisions of clause (i) above shall apply, or (b) such Founder commences legal proceedings with the competent judicial forum to determine that such determination by the Board of Directors of termination for Cause, was improper or incorrect, then such Founder shall retain its Class B Shares until the earlier of (y) the issuance of a final unappealable judgment confirming the determination of the Board of Directors and (z) the abandonment of such proceedings by the Founder;

OR

(iii) the tenth (10^th) anniversary of the Closing Date.

Protective Provisions

(i) directly or indirectly, whether by amendment, or through merger, recapitalization, consolidation or otherwise, amend or repeal, or adopt any provision of these Articles inconsistent with, or otherwise alter, any provision of these Articles that modifies the voting, conversion or other rights, powers, preferences, privileges or restrictions of the Class B Shares;

(ii) reclassify any outstanding Class A Shares into shares having the right to have more than one (1) vote for each share thereof, except as required by law;

(iii) issue any Class B Shares (other than (i) Class B Shares originally issued by the Company after the Closing Date pursuant to the exercise or conversion of options or warrants that, in each case, are outstanding as of the Closing Date and (ii) Class B Shares issued to a Founder simultaneously with each Class A Share issued to such Founder); or

(iv) authorize, or issue any shares of, any class or series of the Company’s share capital having the right to more than one (1) vote for each share thereof.

Transfer

THE SECURITIES REPRESENTED BY THIS [CERTIFICATE][BOOK-ENTRY] ARE SUBJECT TO THE RESTRICTIONS (INCLUDING RESTRICTIONS ON TRANSFER) SET FORTH IN THE ARTICLES OF ASSOCIATION (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY AND SHALL BE PROVIDED FREE OF CHARGE TO ANY SHAREHOLDER MAKING A REQUEST THEREFOR).

No Other Rights

Definitions

(i) “Base Class A Shares” shall mean the number of Class A Shares held by such Founder and the Permitted Class B Owners of such Founder equal to (i) the number of issued and outstanding Class A Shares held by such Founder and the Permitted Class B Owners of such Founder as of immediately following the effective time of these Articles, plus (ii) all Class A Shares that are the subject of vested or unvested options or other equity awards held by such Founder as of immediately following the effective time of these Articles (“Founder Awards”), less (iii) any Class A Shares that are subject to Founder Awards held by such Founder that have performance-based vesting conditions that subsequently fail to vest.

(ii) A termination for “Cause” shall occur thirty (30) days after written notice by the Company to a Founder (based upon the unanimous decision of the Board of Directors, other than such Founder) of a termination for Cause if such Founder shall have failed to cure or remedy such matter, if curable, within such thirty (30) day period. In the event that the basis for Cause is not curable, then such thirty (30) day cure period shall not be required, and such termination shall be effective ten (10) days after the date the Company delivers notice of such termination for Cause. “Cause” shall mean the Company’s termination of a Founder’s employment with the Company or any of its subsidiaries as a result of: (i) fraud, embezzlement; (ii) or any willful act of material dishonesty by such Founder in connection with or relating to such Founder’s employment with the Company or any of its subsidiaries that results in or would reasonably be expected to result in material loss, damage or injury to the Company and its subsidiaries, their goodwill, business or reputation; (iii) theft or misappropriation of property, information or other assets by such Founder in connection with such Founder’s employment with the Company or any of its subsidiaries which results in or would reasonably be expected to result in or would reasonably be expected to result in material loss, damage or injury to the Company and its subsidiaries, their goodwill, business or reputation; (iiiiv) such Founder’s conviction, guilty plea, no contest plea, or similar plea for any felony or any crime that results in or would reasonably be expected to result in material loss, damage or injury to the Company and its subsidiaries, their goodwill, business or reputation; (iv) such Founder’s use of alcohol or drugs while working that materially interferes with the ability of such Founder to perform such Founder’s material duties hereunder; (vi) such Founder’s material breach of a material Company policy, or material breach of a Company policy that results in or would reasonably be expected to result in material loss, damage or injury to the Company and its subsidiaries, their goodwill, business or reputation; or (vii) such Founder’s material breach of any of his obligations under the employment agreement between such Founder and the Company, as in effect from time to time (the “Founder Employment Agreement”) which results in or would reasonably be expected to result in material loss, damage or injury to the Company and its subsidiaries, their goodwill, business or reputation; provided, that, for clauses (i) – (vii) above, the Company delivers written notice to such Founder of the condition giving rise to Cause within ninety (90) days after its initial occurrence.

(iii) -“Permanent Disability” shall mean a permanent and total disability such that a Founder is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which would reasonably be expected to result in death within twelve (12) months or which has lasted or would reasonably be expected to last for a continuous period of not less than twelve (12) months as determined by a licensed medical practitioner.

(iv) “Permitted Class B Owner” shall mean (i) entities, directly or indirectly, wholly-owned by (or in the case of a trust solely for the benefit of) a Founder, (ii) a spouse upon divorce, as required by settlement, order or decree, or as required by a domestic relations settlement, order or decree, and (iii) the other Founder solely upon the death or Permanent Disability of the other Founder; provided that in the case of subparagraphs (i) and (ii) the Founder retains the sole power to vote the Class B Shares held by such entity or spouse.

(v) “Transfer” of a Class B Share shall mean, any sale, assignment, transfer, conveyance, hypothecation or other transfer or disposition, whether direct or indirect, of such share or any legal or beneficial interest in such share, whether or not for value and whether voluntary or involuntary or by operation of law (including by merger, consolidation or otherwise), including, without limitation, a transfer of a Class B Share to a broker or other nominee (regardless of whether there is a corresponding change in beneficial ownership), or the transfer of, or entering into a binding agreement with respect to, Voting Control (as defined below) over such share by proxy or otherwise (other than proxy(ies), voting instruction(s) or voting agreement(s) solicited on behalf of the Board of Directors). Notwithstanding the foregoing, the pledge of Class B Shares by a shareholder that creates a mere security interest in such shares pursuant to a bona fide loan or indebtedness transaction for so long as such shareholder continues to exercise Voting Control over such pledged shares shall not constitute a Transfer within the meaning of this Article VIIA. A “Transfer” shall also be deemed to have occurred with respect to a Class B Share beneficially held by the transferor, if there occurs any act or circumstance that causes such transfer to not be a permitted hereunder. 

(vi) “Voting Control” shall mean, with respect to a Class B Share, the power (whether exclusive or shared) to vote or direct the voting of such share by proxy, voting agreement or otherwise.

(i) consolidate all or any part of its issued or unissued authorized share capital;

(ii) divide or sub-divide its shares (issued or unissued) or any of them and the resolution whereby any share is divided may determine that, as among the holders of the shares resulting from such subdivision, one or more of the shares may, in contrast to others, have any such preferred or deferred rights or rights of redemption or other special rights, or be subject to any such restrictions, as the Company may attach to unissued or new shares; or

(iii) cancel any authorized shares which, at the date of the adoption of such resolution, have not been issued to any person nor has the Company made any commitment, including a conditional commitment, to issue such shares, and reduce the amount of its share capital by the amount of the shares so canceled; or.

(iv)              reduce its share capital in any manner.

(i) determine, as to the holder of shares so consolidated, which issued shares shall be consolidated;

(ii) issue, in contemplation of or subsequent to such consolidation or other action, shares sufficient to preclude or remove fractional share holdings;

(iii)             redeem such shares or fractional shares sufficient to preclude or remove fractional share holdings;

(iv)(iii) round up, round down or round to the nearest whole number, any fractional shares resulting from the consolidation or from any other action which may result in fractional shares; or

(v)(iv) cause the transfer of fractional shares by certain Shareholders of the Company to other Shareholders thereof so as to most expediently preclude or remove any fractional shareholdings, and cause the transferees of such fractional shares to pay the transferors thereof the fair value thereof, and the Board of Directors is hereby authorized to act in connection with such transfer, as agent for the transferors and transferees of any such fractional shares, with full power of substitution, for the purposes of implementing the provisions of this sub-Article ‎8‎(b)‎(v).

Except as otherwise provided in these Articles or the Companies Law, the Company shall be entitled to treat the registered holder of each share as the absolute owner thereof, and accordingly, shall not, except as ordered by a court of competent jurisdiction, or as required by the Companies Law, be obligated to recognize any equitable or other claim to, or interest in, such share on the part of any other person.

If pursuant to the terms of issuance of any share, all or any portion of the price thereof shall be payable in installments, every such installment shall be paid to the Company on the due date thereof by the then registered holder(s) of the share or the person(s) then entitled thereto.

With the approval of the Board of Directors, any shareholder may pay to the Company any amount not yet payable in respect of his or her shares, and the Board of Directors may approve the payment by the Company of interest on any such amount until the same would be payable if it had not been paid in advance, at such rate and time(s) as may be approved by the Board of Directors. The Board of Directors may at any time cause the Company to repay all or any part of the money so advanced, without premium or penalty. Nothing in this Article ‎14 shall derogate from the right of the Board of Directors to make any call for payment before or after receipt by the Company of any such advance.

Upon any sale of a share after forfeiture or surrender or for enforcing a lien, the Board of Directors may appoint any person to execute an instrument of transfer of the share so sold and cause the purchaser’s name to be entered in the Register of Shareholders in respect of such share. The purchaser shall be registered as the shareholder and shall not be bound to see to the regularity of the sale proceedings, or to the application of the proceeds of such sale, and after his or her name has been entered in the Register of Shareholders in respect of such share, the validity of the sale shall not be impeached by any person, and the remedy of any person aggrieved by the sale shall be in damages only and against the Company exclusively.

The Company may, subject to applicable law, issue redeemable shares or other securities and redeem the same upon terms and conditions to be set forth in a written agreement between the Company and the holder of such shares or in their terms of issuance.

Transfer of Shares

No transfer of shares shall be registered unless a proper writing or instrument of transfer (in any customary form or any other form satisfactory to the Board of Directors or an officer of the Company to be designated by the Chief Executive Officer) has been submitted to the Company (or its transfer agent), together with any share certificate(s) and such other evidence of title as the Board of Directors or an officer of the Company to be designated by the Chief Executive Officer may require. Notwithstanding anything to the contrary herein, shares registered in the name of The Depository Trust Company or its nominee shall be transferrable in accordance with the policies and procedures of The Depository Trust Company. Until the transferee has been registered in the Register of Shareholders in respect of the shares so transferred, the Company may continue to regard the transferor as the owner thereof. The Board of Directors, may, from time to time, prescribe a fee for the registration of a transfer, and may approve other methods of recognizing the transfer of shares in order to facilitate the trading of the Company’s shares on the Nasdaq Stock Market or on any other stock exchange on which the Company’s shares are then listed for trading.

The Board of Directors may, in its discretion to the extent it deems necessary, close the Register of Shareholders of registration of transfers of shares for a period determined by the Board of Directors, and no registrations of transfers of shares shall be made by the Company during any such period during which the Register of Shareholders is so closed.

Transmission of Shares

Upon the death of a Shareholder, the Company shall recognize the custodian or administrator of the estate or executor of the will, and in the absence of such, the lawful heirs of the Shareholder, as the only holders of the right for the shares of the deceased Shareholder, after receipt of evidence to the entitlement thereto, as determined by the Board of Directors or an officer of the Company to be designated by the Chief Executive Officer.

General Meetings

Notwithstanding any provision of these Articles to the contrary, and to allow the Company to determine the Shareholders entitled to notice of or to vote at any General Meeting or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or grant of any rights, or entitled to exercise any rights in respect of or to take or be the subject of any other action, the Board of Directors may fix a record date for the General Meeting, which shall not be more than the maximum period and not less than the minimum period permitted by law. A determination of Shareholders of record entitled to notice of or to vote at a General Meeting shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

A “Derivative Transaction” means any agreement, arrangement, interest or understanding entered into by, or on behalf or for the benefit of, any Proposing Shareholder or any of its affiliates or associates, whether of record or beneficial: (1) the value of which is derived in whole or in part from the value of any class or series of shares or other securities of the Company, (2) which otherwise provides any direct or indirect opportunity to gain or share in any gain derived from a change in the value of securities of the Company, (3) the effect or intent of which is to mitigate loss, manage risk or benefit of security value or price changes, or (4) which provides the right to vote or increase or decrease the voting power of, such Proposing Shareholder, or any of its affiliates or associates, with respect to any shares or other securities of the Company, which agreement, arrangement, interest or understanding may include, without limitation, any option, warrant, debt position, note, bond, convertible security, swap, stock appreciation right, short position, profit interest, hedge, right to dividends, voting agreement, performance-related fee or arrangement to borrow or lend shares (whether or not subject to payment, settlement, exercise or conversion in any such class or series), and any proportionate interest of such Proposing Shareholder in the securities of the Company held by any general or limited partnership, or any limited liability company, of which such Proposing Shareholder is, directly or indirectly, a general partner or managing member.

Proceedings at General Meetings

The Chairperson of the Board of Directors shall preside as Chairperson of every General Meeting of the Company. If at any meeting the Chairperson is not present within fifteen (15) minutes after the time fixed for holding the meeting or is unwilling or unable to act as Chairperson, any of the following may preside as Chairperson of the meeting (and in the following order): a Director designated by the Board of Directors, the Chief Executive Officer, the Chief Financial Officer, the General Counsel, the Secretary or any person designated by any of the foregoing. If at any such meeting none of the foregoing persons is present or all are unwilling or unable to act as Chairperson, the Shareholders present (in person or by proxy) shall choose a Shareholder or its proxy present at the meeting to be Chairperson. The office of Chairperson shall not, by itself, entitle the holder thereof to vote at any General Meeting nor shall it entitle such holder to a second or casting vote (without derogating, however, from the rights of such Chairperson to vote as a Shareholder or proxy of a Shareholder if, in fact, he is also a Shareholder or such proxy).

A General Meeting, the consideration of any matter on its agenda, or the resolution on any matter on its agenda, may be postponed or adjourned, from time to time and from place to place: (i) by the Chairperson of a General Meeting at which a quorum is present (and he shall do so if directed by the General Meeting, with the consent of the holders of a majority of the voting power represented in person or by proxy and voting on the question of adjournment), but no business shall be transacted at any such adjourned meeting except business which might lawfully have been transacted at the meeting as originally called, or a matter on its agenda with respect to which no resolution was adopted at the meeting originally called; or (ii) by the Board of Directors (whether prior to or at a General Meeting); provided that the Board of Directors may only adjourn or postpone a meeting with the unanimous consent of all members of the Board of Directors.

Subject to the provisions of Article ‎32(a) and to any provision hereof conferring special rights as to voting, or restricting the right to vote:

Proxies

or in any usual or common form or in such other form as may be approved by the Board of Directors. Such proxy shall be duly signed by the appointor of such person's duly authorized attorney, or, if such appointor is company or other corporate body, in the manner in which it signs documents which binds it together with a certificate of an attorney with regard to the authority of the signatories.

Board of Directors

Without derogating from Article ‎39, the term of office of a Director shall commence as of the date of his or her appointment or election, or on a later date if so specified in his or her appointment or election.

The Board of Directors (and, if so determined by the Board of Directors, the General Meeting) may at any time and from time to time appoint any person as a Director to fill a vacancy (whether such vacancy is due to a Director no longer serving or due to the number of Directors serving being less than the maximum number stated in Article ‎38 hereof). In the event of one or more such vacancies in the Board of Directors, the continuing Directors may continue to act in every matter, provided, however, that if the number of Directors serving is less than the minimum number provided for pursuant to Article ‎38 hereof, they may only act in an emergency or to fill the office of a Director which has become vacant up to a number equal to the minimum number provided for pursuant to Article ‎38 hereof, or in order to call a General Meeting of the Company for the purpose of electing Directors to fill any or all vacancies. The office of a Director that was appointed by the Board of Directors to fill any vacancy shall only be for the remaining period of time during which the Director whose service has ended was filled would have held office. Notwithstanding anything to the contrary herein, this Article ‎41 may only be amended, replaced or suspended by a resolution adopted at a General Meeting by (i) so long as any Class B Shares remain outstanding, a majority of the total voting power of the Shareholders and (ii) if no Class B Shares remain outstanding, a supermajority of at least sixty-five percent (65%) of the total voting power of the Shareholders.

The office of a Director shall be vacated and he shall be dismissed or removed:

Proceedings of the Board of Directors

Until otherwise unanimously decided by the Board of Directors, a quorum at a meeting of the Board of Directors shall be constituted by the presence in person or by any means of communication of a majority of the Directors then in office who are lawfully entitled to participate and vote in the meeting provided for that for as long as at least two (2) holders of Class B Shares are represented as directors on the Board of Directors (“Class B Directors”) the presence of at least one (1) of the two Class B Directors in person or by any means of communication shall be required in order to constitute a quorum except where all Class B Directors have waived such requirement in writing with respect to a specific meeting of the Board of Directors. No business shall be transacted at a meeting of the Board of Directors unless the requisite quorum is present (in person or by any means of communication on the condition that all participating Directors can hear each other simultaneously) when the meeting proceeds to business. If within thirty (30) minutes from the time appointed for a meeting of the Board of Directors a quorum is not present, the meeting shall stand adjourned at the same place and time forty-eight (48) hours thereafter unless the Chairperson has determined that there is such urgency and importance that a shorter period is required under the circumstances. If an adjourned meeting is convened in accordance with the foregoing and a quorum is not present within thirty (30) minutes of the announced time, the requisite quorum at such adjourned meeting shall be, any two (2) Directors, if the number of then serving directors is up to five (5), and any three (3) Directors, if the number of then serving directors is more than five (5), in each case who are lawfully entitled to participate in the meeting and who are present at such adjourned meeting (provided that in no event shall a quorum exist where to the extent that the Class B Directors condition described above is not met). At an adjourned meeting of the Board of Directors the only matters to be considered shall be those matters which might have been lawfully considered at the meeting of the Board of Directors originally called if a requisite quorum had been present, and the only resolutions to be adopted are such types of resolutions which could have been adopted at the meeting of the Board of Directors originally called.

The Board of Directors shall, from time to time, elect one of its members to be the Chairperson of the Board of Directors, remove such Chairperson from office and appoint in his or her place. The Chairperson of the Board of Directors shall preside at every meeting of the Board of Directors, but if there is no such Chairperson, or if at any meeting he is not present within fifteen (15) minutes of the time fixed for the meeting or if he is unwilling to take the chair, the Directors present shall choose one of the Directors present at the meeting to be the Chairperson of such meeting. The office of Chairperson of the Board of Directors shall not, by itself, entitle the holder to a second or casting vote.

All acts done or transacted at any meeting of the Board of Directors, or of a Committee of the Board of Directors, or by any person(s) acting as Director(s), shall, notwithstanding that it may afterwards be discovered that there was some defect in the appointment of the participants in such meeting or any of them or any person(s) acting as aforesaid, or that they or any of them were disqualified, be as valid as if there were no such defect or disqualification, except if the defect was a failure to meet the required quorum, in which case, said act shall not be valid.

Chief Executive Officer

The Board of Directors shall from time to time appoint one or more persons, whether or not Directors, as Chief Executive Officer of the Company who shall have the powers and authorities set forth in the Companies Law, and may confer upon such person(s), and from time to time modify or revoke, such titles and such duties and authorities of the Board of Directors as the Board of Directors may deem fit, subject to such limitations and restrictions as the Board of Directors may from time to time prescribe. Such appointment(s) may be either for a fixed term or without any limitation of time, and the Board of Directors may from time to time (subject to any additional approvals required under, and the provisions of, the Companies Law and of any contract between any such person and the Company) fix their salaries and compensation, remove or dismiss them from office and appoint another or others in his, her or their place or places.

Minutes

Any minutes of the General Meeting or the Board of Directors or any Committee thereof, if purporting to be signed by the Chairperson of the General Meeting, the Board of Directors or a Committee thereof, as the case may be, or by the Chairperson of the next succeeding General Meeting, meeting of the Board of Directors or meeting of a Committee, as the case may be, shall constitute prima facie evidence of the matters recorded therein.

Dividends

The Board of Directors may from time to time declare, and cause the Company to pay dividends as permitted by the Companies Law. The Board of Directors shall determine the time for payment of such dividends and the record date for determining the shareholders entitled thereto. Notwithstanding the foregoing, no dividends shall be declared or paid with respect to the Class B Shares.

Subject to the provisions of these Articles and subject to the rights or conditions attached at that time to any share in the capital of the Company granting preferential, special or deferred rights or not granting any rights with respect to dividends, any dividend paid by the Company shall be allocated among the Shareholders (not in default in payment of any sum referred to in Article ‎13 hereof) entitled thereto on a pari passu basis in proportion to their respective holdings of the issued and outstanding Shares in respect of which such dividends are being paid.

No dividend shall carry interest as against the Company.

If so declared by the Board of Directors, a dividend declared in accordance with Article ‎50 may be paid, in whole or in part, by the distribution of specific assets of the Company or by distribution of paid up shares, debentures or other securities of the Company or of any other companies, or in any combination thereof, in each case, the fair value of which shall be determined by the Board of Directors in good faith.

The Board of Directors may settle, as it deems fit, any difficulty arising with regard to the distribution of dividends, bonus shares or otherwise, and in particular, to issue certificates for fractions of shares and sell such fractions of shares in order to pay their consideration to those entitled thereto, or to set the value for the distribution of certain assets and to determine that cash payments shall be paid to the Shareholders on the basis of such value, or that fractions whose value is less than NIS 0.01 shall not be taken into account. The Board of Directors may instruct to pay cash or convey these certain assets to a trustee in favor of those people who are entitled to a dividend, as the Board of Directors shall deem appropriate.

The Board of Directors may deduct from any dividend or other moneys payable to any Shareholder in respect of a share any and all sums of money then payable by him or her to the Company on account of calls or otherwise in respect of shares of the Company and/or on account of any other matter of transaction whatsoever.

All unclaimed dividends or other moneys payable in respect of a share may be invested or otherwise made use of by the Board of Directors for the benefit of the Company until claimed. The payment of any unclaimed dividend or such other moneys into a separate account shall not constitute the Company a trustee in respect thereof, and any dividend unclaimed after a period of one (1) year (or such other period determined by the Board of Directors) from the date of declaration of such dividend, and any such other moneys unclaimed after a like period from the date the same were payable, shall be forfeited and shall revert to the Company, provided, however, that the Board of Directors may, at its discretion, cause the Company to pay any such dividend or such other moneys, or any part thereof, to a person who would have been entitled thereto had the same not reverted to the Company. The principal (and only the principal) of any unclaimed dividend of such other moneys shall be if claimed, paid to a person entitled thereto.

Any dividend or other moneys payable in cash in respect of a share, less the tax required to be withheld pursuant to applicable law, may, as determined by the Board of Directors in its sole discretion, be paid by check or warrant sent through the post to, or left at, the registered address of the person entitled thereto or by transfer to a bank account specified by such person (or, if two or more persons are registered as joint holders of such share or are entitled jointly thereto in consequence of the death or bankruptcy of the holder or otherwise, to any one of such Persons or his or her bank account or the person who the Company may then recognize as the owner thereof or entitled thereto under Article ‎21 or ‎22 hereof, as applicable, or such person’s bank account), or to such person and at such other address as the person entitled thereto may by writing direct, or in any other manner the Board of Directors deems appropriate. Every such check or warrant or other method of payment shall be made payable to the order of the person to whom it is sent, or to such person as the person entitled thereto as aforesaid may direct, and payment of the check or warrant by the banker upon whom it is drawn shall be a good discharge to the Company. Every such check shall be sent at the risk of the Person entitled to the money represented thereby.

Accounts

The Company's books of account shall be kept at the Office of the Company, or at such other place or places as the Board of Directors may think fit, and they shall always be open to inspection by all Directors. No shareholder, not being a Director, shall have any right to inspect any account or book or other similar document of the Company, except as explicitly conferred by law or authorized by the Board of Directors. The Company shall make copies of its annual financial statements available for inspection by the shareholders at the principal offices of the Company. The Company shall not be required to send copies of its annual financial statements to the Shareholders.

The appointment, authorities, rights and duties of the auditor(s) of the Company, shall be regulated by applicable law, provided, however, that in exercising its authority to fix the remuneration of the auditor(s), the Shareholders in General Meeting may act (and in the absence of any action in connection therewith shall be deemed to have so acted) to authorize the Board of Directors (with right of delegation to a Committee thereof or to management) to fix such remuneration subject to such criteria or standards, and if no such criteria or standards are so provided, such remuneration shall be fixed in an amount commensurate with the volume and nature of the services rendered by such auditor(s). The General Meeting may, if so recommended by the Board of Directors, appoint the auditors for a period that may extend until the third Annual General Meeting after the Annual General Meeting in which the auditors were appointed.

The fiscal year of the Company shall be the 12 months period ending on December 31 of each calendar year.

Supplementary Registers

Subject to and in accordance with the provisions of Sections 138 and 139 of the Companies Law, the Company may cause supplementary registers to be kept in any place outside Israel as the Board of Directors may think fit, and, subject to all applicable requirements of law, the Board of Directors may from time to time adopt such rules and procedures as it may think fit in connection with the keeping of such branch registers.

Exemption, Indemnity and Insurance

Subject to the provisions of the Companies Law with regard to such matters, the Company may enter into a contract for the insurance of the liability, in whole or in part, of any of its Office Holders imposed on such Office Holder due to an act performed by or an omission of the Office Holder in the Office Holder’s capacity as an Office Holder of the Company arising from any matter permitted by law, including the following:

(i) a financial liability imposed on an Office Holder in favor of another person by any court judgment, including a judgment given as a result of a settlement or an arbitrator’s award which has been confirmed by a court;

(ii) reasonable litigation expenses, including legal fees, expended by the Office Holder as a result of an investigation or proceeding instituted against him or her by an authority authorized to conduct such investigation or proceeding, or in connection with a financial sanction, provided that (1) no indictment (as defined in the Companies Law) was filed against such Office Holder as a result of such investigation or proceeding; and (2) no financial liability in lieu of a criminal proceeding (as defined in the Companies Law) was imposed upon him or her as a result of such investigation or proceeding or if such financial liability was imposed, it was imposed with respect to an offense that does not require proof of criminal intent or in relation to a monetary sanction;

(iii) reasonable litigation costs, including legal fees, expended by an Office Holder or which were imposed on an Office Holder by a court in proceedings filed against the Office Holder by the Company or in its name or by any other person or in a criminal charge in respect of which the Office Holder was acquitted or in a criminal charge in respect of which the Office Holder was convicted for an offence which did not require proof of criminal intent; and

(iv) any other event, occurrence, matter or circumstance under any law with respect to which the Company may, or will be able to, indemnify an Office Holder, and to the extent such law requires the inclusion of a provision permitting such indemnity in these Articles, then such provision is deemed to be included and incorporated herein by reference (including, without limitation, in accordance with Section 56h(b)(1) of the Israeli Securities Law, if and to the extent applicable, and Section 50P(b)(2) of the RTP Law).

(i) Sub-Article ‎64‎(a)(i) to ‎64‎(a)(iv); and

(ii) Sub-Article ‎64‎(a)(i), provided that:

(1) the undertaking to indemnify is limited to such events which the Directors shall deem to be foreseeable in light of the operations of the Company at the time that the undertaking to indemnify is made and for such amounts or criterion which the Directors may, at the time of the giving of such undertaking to indemnify, deem to be reasonable under the circumstances; and

(2) the undertaking to indemnify shall set forth such events which the Directors shall deem to be foreseeable in light of the operations of the Company at the time that the undertaking to indemnify is made, and the amounts and/or criterion which the Directors may, at the time of the giving of such undertaking to indemnify, deem to be reasonable under the circumstances.

Subject to the provisions of the Companies Law, the Company may, to the maximum extent permitted by law, exempt and release, in advance, any Office Holder from any liability for damages arising out of a breach of a duty of care.

Lock –Up

Notwithstanding anything to the contrary herein, and subject only to the exceptions set forth in Article ‎68 and the Amended and Restated Investors’ Rights Agreement, dated February 3, 2021, other than with the written consent of the Company, each Shareholder as of immediately prior to the time these Articles have become effective (but after giving effect to the stock split as contemplated pursuant to the Agreement and Plan of Merger, dated as of February 3, 2021, by and among the Company, Spark Merger Sub Inc. and 10X Capital Venture Acquisition Corp. (such time, the “Lock-Up Effective Time,” and each such Shareholder, a “Locked-Up Shareholder”) shall not be entitled to Transfer any Shares held by such Locked-Up Shareholder (“Locked-Up Shares”) or any instruments exercisable or exchangeable for, or convertible into, such Locked-Up Shares, in each case until a date that is one hundred and eighty (180) days following the Lock-Up Effective Time (the “Lock-Up Period”). For purposes of this Article 67 and Article 68 “Transfer” shall mean, directly or indirectly, the (x) sale or assignment of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act of 1934, as amended, with respect to the Locked-Up Shares, (y) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of, or any other derivative transaction with respect to, the Locked-Up Shares, whether any such transaction is to be settled by delivery of such Locked-Up Shares, in cash or otherwise, or (z) public announcement of any intention to effect any transaction specified in clause (x) or (y).

Each Locked-Up Shareholder and its Permitted Transferees may Transfer the Locked-up Shares during the Lock-up Period (a) if such Locked-Up Shareholder is an individual, (i) to an immediate family member, a charitable organization or a trust or other entity formed for estate planning purposes for the benefit of an immediate family member, (ii) by will, testamentary document, intestacy or by virtue of laws of descent and distribution upon the death of such Locked-Up Shareholder, or (iii) pursuant to a qualified domestic relations order or in connection with a divorce settlement or any related court order, (b) if such Locked-Up Shareholder is corporation, limited liability company, partnership, trust or other entity, to any shareholder, member, partner or trust beneficiary as part of a distribution, or to any corporation, partnership or other entity that is an affiliate (as defined in Rule 405 of the Securities Act of 1933, as amended) of such Locked-Up Shareholder, (c) in the event of a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property, (d) consolidation, merger or other similar transaction in which the Company is the surviving entity that results in the directors and officers of the Company as of immediately prior to such consolidation, merger or other similar transaction ceasing to comprise a majority of the Company’s board of directors (in the case of directors) or management (in the case of officers) of the surviving entity, (e) if such Shares were acquired by such Locked-Up Shareholder in open market transactions following the date hereof, (f) to the Company in connection with the “net” or “cashless” exercise of options or other rights to purchase Ordinary Shares held by such Locked-Up Shareholder in satisfaction of any tax withholding or exercise price obligations through cashless surrender or otherwise; provided that any Ordinary Shares issued upon exercise of such option or other rights shall remain subject to the terms of these Articles; or (g) in connection with the conversion or reclassification of the outstanding preferred shares held by such Locked-Up Shareholder into Ordinary Shares in connection with the closing of the Merger; provided that any such Ordinary Shares received upon such conversion or reclassification shall remain subject to the provisions of these Articles; provided, however, that, in the case of clauses (a) and (b), such transferees shall enter into a written agreement with the Company agreeing to be bound by the transfer restrictions set forth herein; and provided further with respect to clauses (a) and (b), that any such transfer shall not involve a disposition for value..

Notwithstanding anything to the contrary herein, each Locked-Up Shareholder may enter into a written plan meeting the requirements of Rule 10b5-1 under the Exchange Act (a “Rule 10b5-1 Plan”) after the date of these Articles relating to the sale of such Locked-Up Shareholder’s Shares, provided that the securities subject to such plan may not be transferred until after the expiration of the Lock-Up Period; provided further, that no filing by the undersigned, the Company or any other person under the Exchange Act or other public announcement in connection with the establishment or existence of such plan shall be required or shall be made voluntarily prior to the expiration of the Lock-Up Period.

For the purposes of this Article 68 (i) “immediate family” shall mean any relationship by blood, marriage, domestic partnership or adoption, not more remote than first cousin; and (ii) “Permitted Transferees” shall mean with respect to any Locked-Up Shareholder any other entity which controls, is controlled by, or is under common control with, such Locked-Up Shareholder, and as to any Locked-Up Shareholder which is a partnership, its partners and affiliated partnerships managed by the same management company or managing general partner or by an entity which controls, is controlled by, or is under common control with, such management company or managing general partner.

Such Locked-Up Shareholder will be subject to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of such Locked-Up Shareholder’s Shares except in compliance with the foregoing restrictions.

Winding Up

If the Company is wound up, then, subject to applicable law and to the rights of the holders of shares with special rights upon winding up, the assets of the Company available for distribution among the Shareholders shall be distributed to them in proportion to the number of issued and outstanding shares held by each Shareholder. Notwithstanding the foregoing, the Class B shares shall not be entitled to any distribution hereunder.

Notices

(i) in the case of mailing, forty-eight (48) hours after it has been posted, or when actually received by the addressee if sooner than forty-eight hours after it has been posted, or

(ii) in the case of overnight air courier, on the next business day following the day sent, with receipt confirmed by the courier, or when actually received by the addressee if sooner than three business days after it has been sent;

(iii) in the case of personal delivery, when actually tendered in person, to such addressee;

(iv) in the case of facsimile, email or other electronic transmission, on the first business day (during normal business hours in place of addressee) on which the sender receives automatic electronic confirmation by the addressee’s facsimile machine that such notice was received by the addressee or delivery confirmation from the addressee’s email or other communication server.

(i) if the Company’s shares are then listed for trading on a national securities exchange in the United States or quoted in an over-the-counter market in the United States, publication of notice of a General Meeting pursuant to a report or a schedule filed with, or furnished to, the SEC pursuant to the Securities Exchange Act of 1934, as amended; and/or

(ii) on the Company’s internet site.

Amendment

Any amendment of these Articles shall require the approval of the General Meeting of shareholders in accordance with these Articles.

Forum for Adjudication of Disputes

(a) Unless the Company consents in writing to the selection of an alternative forum, with respect to any causes of action arising under the U.S. Securities Act of 1933, as amended, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the U.S. Securities Act of 1933, as amended; and (b) unless the Company consents in writing to the selection of an alternative forum, the competent courts in Tel Aviv, Israel shall be the exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Company to the Company or the Company’s shareholders, or (iii) any action asserting a claim arising pursuant to any provision of the Companies Law or the Securities Law. Any person or entity purchasing or otherwise acquiring or holding any interest in shares of the Company shall be deemed to have notice of and consented to these provisions.

*          *          *

---

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘6-K’ Filing		Date		Other Filings
		7/22/31
		7/9/31
		5/26/30
		1/23/30
		3/25/29
		5/14/28
		1/6/27
		12/31/23
		11/6/23
		10/16/23
		10/6/23
		9/28/23
		9/26/23
Filed on / For Period end:		9/21/23
		9/19/23
		9/8/23		6-K
		9/1/23		144
		8/29/23		6-K
		6/30/23		6-K
		5/9/23
		5/8/23
		3/28/23		20-F
		2/14/23		SC 13G,  SC 13G/A
		1/20/23		SC 13G/A
		12/31/22		20-F
		11/10/22		6-K
		10/31/22		SC 13G
		10/17/22
		7/28/21		20-F
		7/22/21		20-F,  8-A12B
		2/3/21
				List all Filings

---

4 Subsequent Filings that Reference this Filing

As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/27/24 REE Automotive Ltd. 20-F 12/31/23 108:10M Workiva Inc Wde… FA01/FA 3/04/24 REE Automotive Ltd. 424B5 1:334K EdgarAgents LLC/FA 2/29/24 REE Automotive Ltd. 424B5 1:350K EdgarAgents LLC/FA 1/29/24 REE Automotive Ltd. F-3 4:288K EdgarAgents LLC/FA

---

4 Previous Filings that this Filing References

As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/23/23 REE Automotive Ltd. S-8 5/23/23 4:101K EdgarAgents LLC/FA 9/19/22 REE Automotive Ltd. POS AM 3:563K EdgarAgents LLC/FA 8/16/22 REE Automotive Ltd. F-3 7:1M EdgarAgents LLC/FA 11/16/21 REE Automotive Ltd. S-8 11/16/21 6:731K EdgarAgents LLC/FA

↑Top

---

Filing Submission 0001213900-23-078389   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

---

---

Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help — Sat., May 11, 10:51:08.2pm ET