CONTENTS
Results of 2025 Annual Shareholders Meeting
On June 10, 2025, Magic Software Enterprises Ltd. ("we," "us" or the "Company") held its 2025 annual general meeting of shareholders (the "Meeting") at the Company's offices at Terminal Center, 1 Yahadut Canada Street, Or Yehuda 6037501, Israel. At the Meeting, our shareholders voted on the below-listed proposals, each of which is described in more detail in our notice and proxy statement for the Meeting (the "Notice" and "Proxy Statement"), which were attached as Exhibit 99.1 to a Report of Foreign Private Issuer on Form 6-K (a "Form 6-K") that we furnished to the Securities and Exchange Commission (the "SEC") on May 5, 2025.
Based on the presence in person or by proxy of holders of our outstanding ordinary shares constituting a quorum, each of the following Proposals (proposal 1 through 8 described in the Notice and Proxy Statement) were presented to our shareholders, with the following results based on the requisite majorities for approval of each such proposal under the Israeli Companies Law, 5759-1999 (the "Companies Law"):
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1.
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Re-election of Mr. Guy Bernstein, nominee to the Company's board of directors (the "Board"), to hold office until our next annual general meeting of shareholders and until his successor is duly elected and qualified; approved;
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2.
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Re-election of Ms. Naamit Salomon, to the Company's Board, to hold office until our next annual general meeting of shareholders and until his successor is duly elected and qualified; approved;
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3.
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Re-election of Mr. Avi Zakay, to the Company's Board, to hold office until our next annual general meeting of shareholders and until his successor is duly elected and qualified; approved;
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4.
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Re-election of Mr. Sami Totah as an independent director of the Company to hold office until our next annual general meeting of shareholders and until his successor is duly elected and qualified; approved;
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5.
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Re-election of Mr. Ron Ettlinger to the Board as an external director of the Company, to hold office for a one-year term, subject to, and in accordance with, the provisions of the Israeli Companies Law, 5759-1999 (the "Companies Law"), and to approve the terms of his compensation: (present at the meeting 41,822,349 - 41,122,197 participants voted in favor of this proposal of which 18,000,163 are not controlling shareholders of the Company and do not have a conflict of interest, 695,255 participants voted against this proposal and 4,897 abstained); approved
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6.
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Re-election of Mr. Sagi Schliesser to the Board as an external director of the Company, to hold office for a one-year term, subject to, and in accordance with, the provisions of the Israeli Companies Law, 5759-1999 (the "Companies Law"), and to approve the terms of his compensation: (present at the meeting 41,822,349 - 41,211,989 participants voted in favor of this proposal of which 18,089,955 are not controlling shareholders of the Company and do not have a conflict of interest, 605,463 participants voted against this proposal and 4,897 abstained); approved
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7.
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To approve the re-appointment of Ziv Haft Certified Public Accountants, a member firm of BDO International Limited, as our independent registered public accounting firm for the year ending December 31, 2025 and the additional period until our next annual general meeting of shareholders, and to authorize the Board and/or its audit committee to fix our accounting firm's compensation; approved;
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8.
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To approve an updated Compensation Policy for our directors and officers: (present at the meeting 41,822,599 - 35,522,009 participants voted in favor of this proposal of which 12,429,975 are not controlling shareholders of the Company and do not have a conflict of interest, 6,241,912 participants voted against this proposal and 28,678 abstained); approved;
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Magic Software Enterprises Ltd.