Actelis Networks (ASNS) Proxy filing summary

Executive summary

• Annual meeting scheduled for August 25, 2026, to address key governance and capital structure proposals.

• Proxy materials include voting instructions, annual report, and details on board nominees and executive compensation.

• Board recommends voting in favor of all proposals, including director elections, auditor ratification, share authorization increase, and potential adjournment.

Voting matters and shareholder proposals

• Four main proposals: election of two Class I directors (Julie Kunstler and Gideon Marks), ratification of PwC as auditor, increase in authorized common stock from 30M to 80M shares, and approval to adjourn if needed.

• Board recommends a vote “FOR” all proposals.

• Shareholders of record as of June 29, 2026, are eligible to vote; quorum requires one third of outstanding shares.

• Shareholder proposals for the 2027 meeting must be submitted 120 days before the mailing date of the next proxy.

Board of directors and corporate governance

• Board is classified into three classes with staggered terms; Class I nominees are up for election.

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

• Board met 8 times in 2025; all directors attended at least 80% of meetings.

• Code of Business Conduct and Ethics applies to all employees and is publicly available.