Lifeward (LFWD) Proxy Filing summary

Executive summary

• An Extraordinary General Meeting is scheduled for December 30, 2024, to address key corporate actions and compensation matters.

• Shareholders are encouraged to vote in advance, with detailed instructions provided for both record and street name holders.

• The Board recommends voting in favor of all three proposals on the agenda.

Voting matters and shareholder proposals

• Proposal 1: Amend Articles of Association to eliminate the par value of ordinary shares.

• Proposal 2: Approve the 2024 Incentive Compensation Plan, authorizing up to 800,000 shares for equity awards.

• Proposal 3: Approve a one-time grant to the CEO of 14,286 RSUs and 14,285 performance-based RSUs, contingent on performance criteria.

• Each proposal requires an Ordinary Majority; Proposal 3 also requires a Special Majority under Israeli law.

• Only shareholders of record as of November 20, 2024, may vote.

Board of directors and corporate governance

• The Board and compensation committee have approved the 2024 Plan and the CEO equity grant, subject to shareholder approval.

• Board composition includes recent appointments and a group of directors and executive officers holding 2.5% of outstanding shares.