Actelis Networks (ASNS) Proxy filing summary

Executive summary

• Annual meeting scheduled for August 25, 2026, to vote on four key proposals, including director elections, auditor ratification, share authorization increase, and potential adjournment.

• Board recommends voting in favor of all proposals and emphasizes the importance of shareholder participation.

• Proxy materials include the proxy statement, proxy card, and annual report, with voting available by mail, phone, or internet.

Voting matters and shareholder proposals

• Proposal 1: Election of Class I directors Julie Kunstler and Gideon Marks for three-year terms.

• Proposal 2: Ratification of PwC as independent auditor for fiscal year ending December 31, 2026.

• Proposal 3: Amendment to increase authorized common stock from 30,000,000 to 80,000,000 shares.

• Proposal 4: Approval to adjourn the meeting if more time is needed to solicit votes.

• Board recommends a vote FOR all proposals.

Board of directors and corporate governance

• Board is classified into three classes with staggered terms; all current directors have significant industry experience.

• All board committees (audit, compensation, nominations/governance) are composed of independent directors.

• Board met 8 times in 2025, with all members attending at least 80% of meetings.

• Code of Business Conduct and Ethics applies to all employees and directors.