EX-99.3 4 ea026718101ex99-3_silynxcom.htm FORM OF PROXY CARD FOR THE SPECIAL AND ANNUAL GENERAL MEETING OF SHAREHOLDERS

Exhibit 99.3

SILYNXCOM LTD.

FORM OF PROXY CARD

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Mr. Ilan Akselrod, Chief Financial Officer of Silynxcom Ltd. (the “Company”), Mr. Nir Klein, Chief Executive Officer and director of the Company, and each of them, agents and proxies of the undersigned, with full power of substitution to each of them, to represent and to vote on behalf of the undersigned all the ordinary shares of the Company which the undersigned is entitled to vote at the Special and Annual General Meeting of Shareholders (the “Meeting”) to be held on December 30, 2025 at 4:00 p.m. Israel time, at the Company’s office, located at 7 Giborei Israel, Netanya, 4250407, Israel, and at any adjournments or postponements thereof, upon the following matters, which are more fully described in the Notice of Annual and Special General Meeting of Shareholders and Proxy Statement relating to the Meeting (the “Proxy Statement”).

This proxy, when properly executed, will be voted in the manner directed herein by the undersigned. If no direction is made with respect to any matter, this proxy will be voted FOR such matter. Any and all proxies heretofore given by the undersigned are hereby revoked.

(Continued and to be signed on the reverse side)

 

SILYNXCOM LTD.
SPECIAL AND ANNUAL GENERAL MEETING OF SHAREHOLDERS

Date of Meeting: December 30, 2025

PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE
MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE

1.      To re-appoint Ziv Haft, Certified Public Accountants (Isr.), a BDO Member firm, as the Company’s independent auditor until the next annual general meeting, and to authorize the Company’s board of directors to determine their compensation until the next annual general meeting.

 

 

FOR

 

 

AGAINST

 

 

ABSTAIN

   

2.      To re-elect Mrs. Gal Nir Klein as a Class II director of the Company for a three-year term, ending at the third annual general meeting of shareholders following her re-election and until she ceases to hold office in accordance with the provisions of the Company’s articles of association or any applicable law, whichever is the earlier.

 

 

FOR

 

 

AGAINST

 

 

ABSTAIN

   

3.      To re-elect Mr. Adrian Adler as a Class II director of the Company for a three-year term, ending at the third annual general meeting of shareholders following his re-election and until he ceases to hold office in accordance with the provisions of the Company’s articles of association or any applicable law, whichever is the earlier.

 

 

FOR

 

 

AGAINST

 

 

ABSTAIN

   

4.      To approve an amendment to the Company’s compensation policy for the Company’s executive officers and directors.

 

 

FOR

 

 

AGAINST

 

 

ABSTAIN

   

5.      To approve an equity-based grant for Mr. Nir Klein, the Company’s Chief Executive Officer and a director and a controlling shareholder of the Company.

 

 

FOR

 

 

AGAINST

 

 

ABSTAIN

   

6.      To approve an equity-based grant for Mr. Ron Klein, the Chairman of the Company’s Board of Directors, and a controlling shareholder of the Company.

 

 

FOR

 

 

AGAINST

 

 

ABSTAIN

   

7.      To approve an equity-based grant for Mrs. Gal Nir Klein, the Company’s Vice President of Marketing and Israel Sales and a director and a relative of a controlling shareholder of the Company.

 

 

FOR

 

 

AGAINST

 

 

ABSTAIN

   

8.      To approve the employment and compensation of Mr. Roei Klein, a relative of a controlling shareholder of the Company who is also the Company’s Chief Executive Officer, as the Company’s Director of Innovation, Digitization and Automation.

 

 

FOR

 

 

AGAINST

 

 

ABSTAIN

   

9.      To approve an amended annual bonus plan for the year 2026 for Mr. Nir Klein, the Company’s Chief Executive Officer and a director and a controlling shareholder of the Company.

 

 

FOR

 

 

AGAINST

 

 

ABSTAIN

   

10.    To approve an amended annual bonus plan for the year 2026 for Ron Klein, the Chairman of the Company’s Board of Directors and a controlling shareholder of the Company.

 

 

FOR

 

 

AGAINST

 

 

ABSTAIN

   

 

11.    To approve an amended annual bonus plan for the year 2026 for Mrs. Gal Nir Klein, the Company’s Vice President of Marketing and Israel Sales and a director and a relative of a controlling shareholder of the Company.

 

 

FOR

 

 

AGAINST

 

 

ABSTAIN

   

Personal interest” is defined under the Israeli Companies Law 5759-1999 (the “Companies Law”) as: (1) a shareholder’s personal interest in the approval of an act or a transaction of the Company, including (i) the personal interest of any of his or her relatives (which includes for these purposes foregoing shareholder’s spouse, siblings, parents, grandparents, descendants, and spouse’s descendants, siblings, and parents, and the spouse of any of the foregoing); (ii) a personal interest of a corporation in which a shareholder or any of his/her aforementioned relatives serve as a director or the chief executive officer, owns at least 5% of its issued share capital or its voting rights or has the right to appoint a director or chief executive officer; and (iii) a personal interest of an individual voting via a power of attorney given by a third party (even if the empowering shareholder has no personal interest), and the vote of an attorney-in-fact shall be considered a personal interest vote if the empowering shareholder has a personal interest, and all with no regard as to whether the attorney-in-fact has voting discretion or not, but (2) excludes a personal interest arising solely from the fact of holding shares in the Company.

PLEASE NOTE! That by signing and submitting this proxy card, you declare that you are not a controlling shareholder of the Company and that you have no personal interest (as defined in the Companies Law and specified above) in the approval of items 4-11 on the agenda of the Meeting, which require such declaration under the Companies Law, except as notified to the Company via e-mail to Mr. Nir Klein, the Company’s Chief Executive Officer and director, at +972-54-665-5091 or via e-mail: kleinnir@s-o-s.co.il.

In their discretion, the proxies are authorized to vote upon such other matters as may properly come before the Meeting or any adjournment or postponement thereof.

   

 

   

 

    

 

 

 

 

 

NAME

 

SIGNATURE

 

DATE

 

 

 

 

 

NAME

 

SIGNATURE

 

DATE

Please sign exactly as your name appears on this proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, trustee or guardian, please give full title as such. If the signed is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.