ReWalk Robotics To Hold Annual Shareholders Meeting July 27

In full transparency, the following press release was submitted to SOURCE media through its business wire service.

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MARLBOROUGH – ReWalk Robotics Ltd., a manufacturer of robotic medical technology for people with lower extremity disabilities, provided notice that the 2022 Annual Meeting of Shareholders (the “Meeting”) will be held on Wednesday, July 27, 2022, at 10 a.m. EDT at the Hyatt Place Marlborough / Apex Center Hotel in Marlborough, Massachusetts.

NOTICE IS HEREBY GIVEN that the Meeting of the Company will be held at 10:00 a.m. (Eastern Time) on July 27, 2022, at the Hyatt Place Marlborough / Apex Center Hotel, 169 Apex Drive, Marlborough, MA 01752. The health and well-being of our employees and shareholders are paramount, and we are closely monitoring developments related to the ongoing COVID-19 pandemic. Although we intend to hold the Meeting in person, we are sensitive to the public health and travel concerns our shareholders may have and the protocols that governments may impose. We reserve the right to convert to a virtual only meeting format. If we convert to a virtual only online meeting, we will announce the decision to do so in advance in a Form 8-K filed with the United States Securities and Exchange Commission (the “SEC”). As always, we encourage you to vote your shares prior to the Meeting.

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The Agenda of the Meeting will be as follows:

PROPOSALS 1-6 ARE PROPOSALS SUBMITTED TO SHAREHOLDERS BY THE COMPANY’S BOARD OF DIRECTORS (THE “BOARD”). FOR THE REASONS TO BE SET FORTH IN THE COMPANY’S DEFINITIVE PROXY STATEMENT, THE BOARD RECOMMENDS A VOTE “FOR” EACH OF PROPOSALS 1-6.

1. To reelect each of Larry Jasinski, Dr. John William Poduska and Randel E. Richner as a Class II director of the Board, to serve until the 2025 annual meeting of shareholders and until his or her successor has been duly elected and qualified, or until his or her office is vacated in accordance with the Company’s Articles of Association (the “Articles of Association”) or the Israel Companies Law, 5759-1999 (the “Israel Companies Law”).

2. To approve an amendment to the Company’s 2014 Incentive Compensation Plan to increase the number of shares available for issuance thereunder by 4,400,000 ordinary shares.

3. To approve (i) subject to approval of Proposal 2, a grant of 200,000 restricted stock units to Larry Jasinski, the Company’s Chief Executive Officer, and (ii) an increase in Mr. Jasinski’s annual salary by four percent, effective January 1, 2022.

4. To approve the terms of consulting services by Randel E. Richner, a member of the Board.

5. To approve the reappointment of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, as the Company’s independent registered public accounting firm for the year ending December 31, 2022 and until the next annual meeting of shareholders, and to authorize the Board, upon recommendation of the audit committee, to fix the remuneration of said independent registered public accounting firm.

6. To approve, on an advisory basis, the Company’s executive compensation, commonly referred to as a “Say-on-Pay” vote.

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PROPOSALS 7-9 ARE PROPOSALS SUBMITTED TO SHAREHOLDERS BY A SHAREHOLDER OF THE COMPANY. FOR THE REASONS TO BE SET FORTH IN THE COMPANY’S DEFINITIVE PROXY STATEMENT, THE BOARD RECOMMENDS A VOTE “AGAINST” EACH OF PROPOSALS 7-9.

7. To consider a shareholder proposal by Creative Value Capital Limited Partnership (“CVC”) to elect each of Hadar Levy and Ronen Grossman, each as a Class II director of the Board, to serve until the 2025 annual meeting of shareholders and until his successor has been duly elected and qualified, or until his office is vacated in accordance with the Articles of Association or the Israel Companies Law.

8. To consider a shareholder proposal by CVC to amend the Articles of Association to declassify the Board and remove certain supermajority vote provisions for director removal immediately following the Meeting.

9. To consider a shareholder proposal by CVC to remove three of the Company’s directors, Messrs. Jeff Dykan, Yohanan Engelhardt and Yasushi Ichiki, immediately following the Meeting.

Housekeeping

10. To report on the business of the Company for the year ended December 31, 2021 and review the 2021 financial statements.

11. To act upon any other matters that may properly come before the Meeting or any adjournment or postponement thereof.

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Those Entitled to Vote

Only holders of ordinary shares at the close of business on June 17, 2022 (the “Record Date”) are entitled to notice of, and to vote at, the Meeting and any adjournment or postponement thereof. Each shareholder is entitled to one vote for each ordinary share owned by such shareholder as of the Record Date.

A shareholder may vote by proxy each of his/her/its shares on his/her/its behalf, in accordance with the Articles of Association. Shareholders may send position statements to the Company at ReWalk Robotics Ltd., 3 Hatnufa Street, Floor 6, Yokneam Ilit 2069203, Israel, Attention: Director of Finance, or by facsimile to +972-4-959-0125, no later than July 17, 2022. Position statements must be in English and otherwise must comply with applicable law. We will make publicly available any valid position statement that we receive. The last date for submitting proposals for consideration at the Meeting has passed.

Shareholders may sign and return proxy cards to the Company no later than July 26, 2022, at 10:00 a.m. (Eastern Time).

Vote Required

The following chart details the vote required for each of the Proposals, the treatment of abstentions and broker non-votes for each of the Proposals, and whether the Proposals permit discretionary voting.

You will be asked to indicate on the WHITE proxy card whether you are a controlling shareholder or whether you have a personal interest in the adoption of Proposals 3.a. and 3.b. For this purpose, under the Israel Companies Law:

• a “personal interest” of a shareholder (i) includes a personal interest of the shareholder and any member of the shareholder’s family, family members of the shareholder’s spouse, or a spouse of any of the foregoing, or a personal interest of a company with respect to which the shareholder (or such family member) serves as a director or chief executive officer, owns at least 5% of the shares or has the right to appoint a director or chief executive officer, and (ii) excludes an interest arising solely from the ownership of our ordinary shares. More detailed information will appear in the Definitive Proxy Statement; and
• a “controlling shareholder” means a shareholder having the ability to direct the activities of the Company, other than by virtue of being an office holder. A shareholder is presumed to be a controlling shareholder if the shareholder holds 50% or more of the voting rights in the Company or has the right to appoint the majority of the directors of the Company or its general manager. To the knowledge of the Company, there is no shareholder who is a controlling shareholder.

Review of Documents

Shareholders may review the full version of the foregoing items of business and the Definitive Proxy Statement, which includes the full version of the proposed resolutions and a WHITE proxy card, at the principal executive offices of the Company stated above, from Sundays through Thursdays during regular working hours and upon prior notice (tel no.: (+972-4) 959-0123) until the Meeting date. A copy of the Definitive Proxy Statement will also be available on the SEC’s website beginning on approximately June 23, 2022.

FOR THE BOARD OF DIRECTORS

Jeff Dykan
Chairman of the Board

Yokneam Ilit, Israel
June 10, 2022

ReWalk Robotics Ltd. develops, manufactures and markets wearable robotic exoskeletons for individuals with lower limb disabilities as a result of spinal cord injury or stroke. ReWalk’s mission is to fundamentally change the quality of life for individuals with lower limb disability through the creation and development of market leading robotic technologies. Founded in 2001, ReWalk has headquarters in the U.S., Israel and Germany.