Lifeward (LFWD) Proxy Filing summary

Executive summary

• Extraordinary General Meeting scheduled for March 12, 2026, to vote on six key proposals, including a major acquisition and related share issuances.

• Board recommends voting in favor of all proposals, citing strategic growth, access to capital, and long-term value creation.

• If Proposal 1 is not approved, immediate alternative financing will be required to continue operations.

Voting matters and shareholder proposals

• Proposal 1: Approve issuance of ordinary shares to Oramed and investors for the Oratech acquisition, convertible notes, and warrants, potentially resulting in Oramed holding up to 49.99% of voting power.

• Proposal 2: Elect two external directors, contingent on closing the Oratech acquisition, for three-year terms.

• Proposal 3: Approve compensation for external directors, matching average compensation of non-affiliated directors.

• Proposal 4: Increase shares available under the 2025 Incentive Compensation Plan by 5,225,000 shares.

• Proposal 5: Approve an equity grant to the CEO, Mark Grant, equal to 5% of outstanding shares post-acquisition.

• Proposal 6: Reappoint Kost Forer Gabbay & Kasierer (Ernst & Young Global) as independent auditor for 2026.

• All proposals require an Ordinary Majority; Proposals 2, 3, and 5 also require a Special Majority under Israeli law.

Board of directors and corporate governance

• Post-acquisition, the board will expand to eight members: three Oramed designees, three current directors, and two external directors.

• Oramed will have significant influence, including the right to appoint three of six non-external directors.

• Board composition and committee structure will comply with Israeli and Nasdaq requirements.