UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No.     )

Filed by the Registrant  ☒                             Filed by a Party other than the Registrant  ☐

Check the appropriate box:

MELLANOX TECHNOLOGIES, LTD.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

NOTICE OF

EXTRAORDINARY GENERAL MEETING OF

SHAREHOLDERS TO BE HELD ON MAY 24, 2018

To our Shareholders:

You are cordially invited to attend our extraordinary general meeting of shareholders, which will be held at 5:00 p.m. (Israel time) (10:00 a.m. Eastern Time), on Thursday, May 24, 2018 at the Company’s offices at 8B Habarzel Street, Tel Aviv, Israel 6971012. You may also participate in the meeting via teleconference by dialing the toll-free U.S. telephone number 877-888-4294, the international telephone number 785-424-1877 or the toll-free Israeli telephone number 180-925-6145 at least 15 minutes prior to the start of the meeting and referencing the conference ID number MLNX0524.

We are holding the extraordinary general meeting for the following purposes:

These items of business to be transacted at the meeting are more fully described in the accompanying proxy statement which is a part of this notice. You are encouraged to read the accompanying proxy statement carefully and in its entirety.

We are committed to best-in-class governance practices and are taking the steps necessary to align our governance policies with the interests of our shareholders and ensure that the composition of the Board fairly reflects shareholders’ intentions. We are holding an extraordinary general meeting to present the Plurality Voting Standard Proposal and the Universal Proxy Card Proposal to enable our shareholders to adopt best-in-class governance practices prior to a potential contested election of directors at our 2018 annual general meeting of shareholders. Shareholders deserve the right to choose the Board they believe will best guide the Company’s strategy and success over the long term.

The Board recommends that you vote your shares “FOR” the Plurality Voting Standard Proposal and “FOR” the Universal Proxy Card Proposal.

Your vote is very important, regardless of the number of shares of the Company that you own. The approval of the Plurality Voting Standard Proposal and the Universal Proxy Card Proposal require the approval of the holders of a majority of the voting power represented at the meeting in person or by proxy or by written ballot.

The meeting will begin promptly at 5:00 p.m. (Israel time) (10:00 a.m. Eastern Time) and check-in will begin at 4:00 p.m. local Israeli time. Only holders of record of ordinary shares at the close of business on May 10, 2018, the record date, are entitled to notice of, to attend and to vote at the meeting and any adjournments or postponements of the meeting.

All shareholders are cordially invited to attend the meeting in person. Even if you plan to attend the meeting, please complete, sign and date the enclosed white proxy card and return it promptly in the postage-paid return envelope in order to ensure that your vote will be counted if you later decide not to, or are unable to, attend the meeting. Even if you have given your proxy, you may still attend and vote in person at the meeting after revoking your proxy prior to the meeting.

If you have questions about the proposals at this extraordinary general meeting or would like additional copies of the proxy materials, please contact MacKenzie Partners, Inc., which is assisting Mellanox at this meeting, by email at mlnxproxy@mackenziepartners.com, or by phone at (800) 322-2885 (toll-free) or at (212) 929-5500.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 24, 2018

THE PROXY STATEMENT, WHITE PROXY CARD AND ANNUAL REPORT TO SHAREHOLDERS ARE AVAILABLE AT HTTPS://WWW.STOCKHOLDERDOCS.COM/MLNX.

May 7, 2018

TABLE OF CONTENTS

PROXY STATEMENT FOR

EXTRAORDINARY GENERAL MEETING OF

SHAREHOLDERS TO BE HELD ON MAY 24, 2018

This proxy statement is furnished to our shareholders as of the close of business on May 10, 2018, the record date, in connection with the solicitation of proxies by our Board of Directors (the “Board”) for use at our extraordinary general meeting of shareholders, to be held at 5:00 p.m. (Israel time) (10:00 a.m. Eastern Time), on Thursday, May 24, 2018 at the Company’s offices at 8B Habarzel Street, Tel Aviv, Israel 6971012 and at any adjournments or postponements of the meeting. We are mailing this proxy statement and the white proxy card to our shareholders on or about May 7, 2018.

QUESTIONS AND ANSWERS REGARDING THIS SOLICITATION AND VOTING AT THE MEETING

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The term “contested election” refers only to a contested election of directors for the purposes of the proposed amendments to our Articles and this proxy statement, and does not refer to any other type of contested election that may take place at a general meeting of the Company, including a contested election with respect to matters presented for a vote of our shareholders other than the election of directors.

In the event of a contested election at our 2018 annual general meeting of shareholders (the “2018 annual general meeting”), our shareholders will be entitled to cast one vote with respect to eleven (11) different director nominees (the number of Board seats that are up for election at the 2018 annual general meeting), and will not be entitled to cumulate their votes with respect to any one or more director nominees. See “Am I entitled to cumulate my votes?” for additional information regarding cumulative voting.

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BACKGROUND OF THE PROPOSALS

On January 17, 2018, Starboard Value, L.P. (together with its affiliates, “Starboard”) notified the Company of its intent to nominate nine (9) directors for election at the Company’s 2018 annual general meeting in order to replace our entire Board. As a result of the Starboard nominations, the Company’s 2018 annual general meeting would be the first contested election of directors in the Company’s history, one of the first contested elections at a public company in Israel and, as far as the Company is aware, the first general meeting of shareholders at which shareholders would actually vote on a shareholder proposal to replace a majority of the board of directors at a public company in Israel. The Board recognized the significance of the 2018 annual general meeting given that, as a result of Starboard’s nominations, the upcoming election of directors would determine the composition of all or a majority of the Board and would thereby strongly influence the future of the Company.

Following receipt of Starboard’s notice of its intent to nominate nine (9) directors at the 2018 annual general meeting, the Board and the Company’s advisors reviewed Starboard’s notice, the provisions of the Articles, applicable Israeli and United States law and precedent, and applicable proxy voting mechanics that would apply at the 2018 annual general meeting, and considered those matters in light of the plurality voting standard that has been adopted by the vast majority of U.S. public companies in the context of contested elections, the existing universal proxy rules in Israel that would apply to the Company if it were a foreign private issuer and were not required to comply with Regulation 14A, and the Board’s belief that a universal proxy card would allow the Company’s shareholders to vote for the directors of their choice in a manner consistent with how those shareholders would vote in person at a general meeting. The Board also realized that, unlike in the United States where shareholder activism and the proposal of shareholder slates for election to the Board have become common, it was not aware of any instances in Israel where the use of a majority voting standard or separate proxy cards in a contested election had been directly addressed at other Israeli public companies due to the historical infrequency of shareholder nominations at Israeli public companies.

As a result of the Board’s review, in light of the significance of the upcoming contested election at the 2018 annual general meeting and the absence of Israeli precedent on which the Board or shareholders could rely, and for the reasons articulated under “Questions and Answers Regarding This Solicitation and Voting at the Meeting,” the Board determined that it was critical that both the vote required to elect directors in a contested election at the 2018 annual general meeting and how shareholders would vote on proxy cards for those directors be clearly established and explained to the shareholders of the Company prior to the 2018 annual general meeting. The Board also believes in giving all shareholders the right to make their own decisions with respect to both proposals at the extraordinary general meeting and that any decision made by the shareholders at the extraordinary general meeting should apply to future general meetings of shareholders of the Company, not just the 2018 annual general meeting. The Board similarly determined that any modification to the Company’s existing voting standards should be achieved only through a shareholder-approved process that had been reviewed with the Company’s outside legal counsel under Israeli and United States laws and implemented prior to the 2018 annual general meeting. This process was designed to assure adequate disclosure to shareholders of the relevant voting standards and procedures that would apply in a contested election at the time their proxies are solicited for the 2018 annual general meeting.

Therefore, the Board determined to hold the extraordinary general meeting and present the Plurality Voting Standard Proposal and the Universal Proxy Card Proposal to the Company’s shareholders for their consideration and approval in order to provide the Company’s shareholders with an opportunity to make a decision on whether to adopt and approve the plurality voting standard and the use of universal proxy cards in advance of the 2018 annual general meeting.

The Board did not intend to influence the outcome of the solicitation made by the Company or Starboard with respect to the election of directors at the 2018 annual general meeting or the composition of the Board following the 2018 annual general meeting. Instead, if adopted, the Plurality Voting Standard Proposal and the Universal Proxy Card Proposal will provide the Company’s shareholders the freedom to cast votes for director nominees of their choice, regardless of the party that nominated them and will determine the outcome of the election using the plurality voting standard that had already been adopted by the vast majority of U.S. public companies in the context of contested elections.

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On February 21, 2018, the Company announced that the Board had appointed two (2) new independent directors, filling existing vacancies on the Board. As a result, the Board now consists of eleven (11) directors. Starboard has not increased the number of directors that it has nominated for election at the 2018 annual general meeting above nine (9).

On April 16, 2018, the compensation committee of the Board (the “Compensation Committee”) and the Board approved amendments to the existing change in control severance agreements in place for our executives, except in the case of Eyal Waldman, our Chief Executive Officer, and Jacob Shulman, our Chief Financial Officer, to, among other things, increase the cash severance to 12 months’ salary and target bonus (or, if a target bonus as a percentage of base salary has not yet been set, the average of the bonuses paid during the prior three years) and provide for full accelerated vesting of the executive’s outstanding equity awards in the event of a qualifying termination following a change in control (as such term is defined in the change in control severance agreements) (a “Triggering Event”). The existing change in control severance agreements provided, upon the occurrence of a Triggering Event, for continuation of six months’ salary at 120% of the executive’s annual base salary and accelerated vesting of 50% of the executive’s outstanding equity awards. Both the existing and revised agreement provide for payment for the cost to continue COBRA coverage for up to 12 months in the case of an executive who resides in the United States.

The changes to the existing change in control severance agreements followed the Compensation Committee’s review of the change in control severance arrangements of our peer group which occurs every two years. Following the most recent such review, the Compensation Committee determined that our change in control severance arrangements were well below the change in control severance arrangements offered to executives by our peer group. The Compensation Committee and the Board considered many factors when deciding to implement the revised change in control severance agreements, including review of peer group practices and the need to hire and retain qualified executives, as well as Starboard’s notice of its intent to nominate directors for election at the Company’s 2018 annual general meeting and the fact that if a majority of the members of the Board were replaced with individuals whose nomination or election was not approved by at least 2/3^rds of our directors prior to the 2018 annual general meeting, it would constitute a change in control as such term is defined under both the existing and revised change in control severance agreements. The changes to the existing change in control severance agreements were implemented in the ordinary course of the Compensation Committee’s formal executive compensation review exercise, were not implemented in response to Starboard’s notification of its intent to nominate directors for election to the Board (though such notice was taken into account), and did not revise the definition of a change in control under the change in control severance agreements.

For further description of the change in control severance agreements and the amendments, please see the Company’s Amendment No. 1 to its Annual Report on Form 10-K filed with the SEC on April 17, 2018 and the Company’s Current Report on Form 8-K filed with the SEC on April 18, 2018.

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Potential Payments Upon Termination Following a Change in Control Under the Existing Agreements

The following table sets forth quantitative estimates of the benefits to be received by each of our named executive officers under the change in control severance agreements in effect as a December 31, 2017 if such officer’s employment were terminated without cause or constructively terminated (as these terms are defined in the change in control severance agreements) on December 31, 2017, assuming that such termination occurred during the 12-month period following a change in control (as such term is defined in the executive severance benefits agreements) of our Company. Such benefits are in addition to any payments or other benefits that our employees, including our named executive officers, who reside in Israel may be entitled to receive under applicable Israeli law, which are also set forth below under “Israeli Severance and Benefits”.

Potential Payments Upon Termination Following a Change in Control Under the Revised Agreements

The following table sets forth quantitative estimates of the benefits to be received by each of our named executive officers under the revised change in control severance agreements if such officer’s employment was terminated without cause or constructively terminated (as these terms are defined in the change in control severance agreements) on December 31, 2017, assuming that the revised change in control severance agreements were in effect on December 31, 2017 and that such termination occurred during the 12-month period following a change in control (as such term is defined in the executive severance benefits agreements) of our Company. Such benefits are in addition to any payments or other benefits that our employees, including our named executive officers, who reside in Israel may be entitled to receive under applicable Israeli law, which are also set forth below under “Israeli Severance and Benefits”.

The aggregate amount of severance and benefits payable to a group of 16 employees under the revised change in control severance agreements, plus our Chief Executive Officer and Chief Financial Officer under the prior change in control severance agreements, is approximately $13.2 million higher than under our existing

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change in control severance agreements, in each case, excluding any Israeli severance or other benefits to which our Israeli employees are entitled to by law and assuming each employee’s employment were terminated without cause or constructively terminated (as these terms are defined in the change in control severance agreements) on December 31, 2017 during the 12-month period following a change in control (as such term is defined in the executive severance benefits agreements) of our Company.

Potential Anti-Takeover or Other Effects the Universal Proxy Card Proposal May Have on the Starboard Solicitation

In recommending that the Company’s shareholders approve the Universal Proxy Card Proposal, the Board intends to provide the Company’s shareholders the freedom to cast votes for director nominees of their choice. The Board does not intend the Universal Proxy Card Proposal to influence the outcome of the solicitation made by the Company or Starboard with respect to the election of directors at the 2018 annual general meeting or the composition of the Board following the 2018 annual general meeting. The Company is unable to determine the ultimate effect that the Universal Proxy Card Proposal, if approved, would have on the likelihood of success of an attempt by a nominating shareholder to change control of the Board. In the context of Starboard’s intended nomination of nine (9) directors to the Board at the 2018 annual general meeting, the effect of the Universal Proxy Card Proposal on Starboard’s ability to successfully change control of our Board is also unclear, and ultimately will be based on a range of factors that may influence shareholder voting and that are not determinable by the Company. The Universal Proxy Card Proposal, if approved, could (but may not) affect the likelihood of a successful attempt by Starboard to have a majority of the Board elected because shareholders will now have the ability to choose from among all director nominees when voting by proxy card, rather than being forced to only vote either for nominees included on the Company’s proxy card or on Starboard’s proxy card. The adoption of the Universal Proxy Card Proposal will provide shareholders with a transparent voting process in which they will be able to elect the director nominees that they choose, and, as a result, will give our shareholders the ability to determine whether or not to elect a nominating shareholder’s director nominees who would constitute a majority of the Board.

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PROPOSAL ONE—PROPOSAL TO APPROVE THE AMENDMENT TO THE COMPANY’S ARTICLES TO REQUIRE THAT IN THE EVENT OF A CONTESTED ELECTION DIRECTORS WILL BE ELECTED BY A PLURALITY OF THE VOTES CAST

Under our Articles, directors are currently elected by majority vote regardless of whether the election is contested. Starboard has notified us that Starboard intends to nominate and solicit proxies in favor of election at our 2018 annual general meeting of nine director nominees in opposition to the nominees recommended by the Board.

In line with governance best practices for U.S.-listed companies, we are seeking shareholder approval to amend our Articles to provide for a plurality voting standard in a contested election. A plurality voting standard in a contested election of directors will ensure that if the number of director nominees proposed by the Board and our shareholders exceeds the total number of directors to be elected, those director nominees receiving the largest number of votes would be elected to the Board. A plurality voting standard maximizes the ability of shareholders to elect the directors they want.

If the current majority voting standard is not amended and continues to apply in the event of a contested election of directors, it is possible that, due to abstentions and against votes, no directors would be elected to the Board, or that less than the full Board would be elected and remaining vacancies on the Board would then be filled by the elected directors, rather than our shareholders. Under a plurality standard, the Board would instead consist of the director nominees gaining the largest number of votes, more accurately reflecting the desires of shareholders.

The amendment proposed by the Board providing for a plurality voting standard in a contested election of directors would align the Company’s voting practices with the guidelines of institutional shareholders and proxy advisory firms, such as Institutional Shareholder Services and Glass Lewis.

Under our proposed amendment to our Articles, a majority voting standard would still apply in an election of directors that is not a contested election. Under the majority voting standard, a director nominee is elected if he or she receives greater than 50% of the votes cast. A plurality voting standard would apply in a contested election. For the purposes herein, a “contested election” is an election in which the total number of nominees for election to the Board at a general meeting of shareholders (including all persons (i) with respect to whom a shareholder has delivered, in due time pursuant to the Companies Law and our Articles, a notice of its intent to nominate at such meeting and (ii) with respect to whom such notice of intent to nominate has not been withdrawn by such shareholder prior to the date of the definitive proxy statement filed by the Company with the SEC with respect to such meeting, as such date is set forth in the definitive proxy statement) made in compliance with our Articles and the Companies Law exceeds the total number of directors to be elected at such meeting. At a general meeting of shareholders at which the election of directors is proposed, shareholders will be entitled to cast a number of votes with respect to nominees for election to the Board up to the total number of directors to be elected at such meeting.

For a complete marked copy of the proposed amended Article 39 showing the proposed amendment to Article 39(a), please see Annex A.

We therefore propose that, at the extraordinary general meeting, the following resolution be approved:

“RESOLVED to amend the Company’s Articles, such that Article 39(a) of our Articles is amended and replaced in its entirety with the revised Article 39(a) set forth below:

39(a). Subject to the provisions of these Articles and the Companies Law, Directors shall be elected at the Annual General Meeting or an Extraordinary General Meeting of the Company by the vote of the holders of a majority of the voting power represented at such meeting in person or by proxy, intermediary instruction form or written ballot (each, a “proxy card”) and voting on the election of directors, provided that, notwithstanding Articles 28(a) and 28(c), in the event of a contested election, Directors shall be elected by a plurality of the votes cast with respect to the election of Directors by the shares represented in person or by proxy card at such meeting (which shall mean that the Directors receiving the largest number of “for” votes will be elected in such contested election). For the purposes of these Articles, an Annual General Meeting or an Extraordinary General Meeting shall be considered a “contested election” if the total number of nominees for election to the Board of Directors

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at such meeting (including all persons (i) with respect to whom a shareholder has delivered, in due time pursuant to the Companies Law and these Articles, a notice of its intent to nominate at such meeting and (ii) with respect to whom such notice of intent to nominate has not been withdrawn by such shareholder prior to the date of the definitive proxy statement filed by the Company with the Securities and Exchange Commission with respect to such meeting, as such date is set forth in the definitive proxy statement) made in compliance with these Articles and the Companies Law exceeds the total number of Directors to be elected at such meeting. At any Annual General Meeting or Extraordinary General Meeting at which Directors are to be elected, each shareholder shall be entitled to cast a number of votes with respect to nominees for election to the Board of Directors up to the total number of Directors to be elected at such meeting.

Board of Directors’ Recommendation

THE BOARD RECOMMENDS THAT YOU VOTE FOR THE PLURALITY VOTING STANDARD PROPOSAL.

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PROPOSAL TWO—PROPOSAL TO APPROVE AN AMENDMENT TO THE COMPANY’S ARTICLES TO PROVIDE THAT THE COMPANY REQUIRE THE USE OF A UNIVERSAL PROXY CARD AND THAT ANY NOMINEE TO THE BOARD MUST CONSENT TO APPEARING ON THE UNIVERSAL PROXY CARD IN ORDER TO HAVE BEEN VALIDLY NOMINATED

We propose to amend the current provisions under Article 39(b) of our Articles related to the nomination of directors to provide that any proxy card used in connection with the election of directors of the Company in a contested election must include all nominees for election to the Board (“universal proxy card”) and any nominee to the Board must consent to be named as a nominee for election as a director of the Company in any proxy statement or proxy card used in connection with any general meeting at which such nominee is being or may be nominated for election as a director in order to have been validly nominated.

The adoption of universal proxy cards will provide for all nominees put forth by either the Board or any shareholder to be listed together on universal proxy cards, enabling shareholders to elect any combination of director nominees they choose without attending the shareholder meeting in person. Absent this proposed amendment, shareholders would receive two versions of a proxy card – one version listing director nominees proposed by the Board and another version listing director nominees proposed by a shareholder. Applicable laws and proxy voting mechanics do not allow shareholders to use both proxy cards to vote, and each card would contain director nominees only from either the Board or the nominating shareholder. As a result, a shareholder would not be able to vote for a combination of any director nominees from each nominating party.

In order to permit our shareholders to vote to elect any combination of director nominees put forth by the Board and any shareholder of Mellanox, we are seeking shareholder approval of an amendment to its current Articles requiring the use of universal proxy cards, and requiring that director nominees consent to be included on each universal proxy card.

Universal proxy cards have been advocated by institutional investors, including by the Council of Institutional Investors as a way to ensure a fairer, less cumbersome voting process. We believe that the use of a universal proxy card will enable our shareholders to most clearly and accurately decide on directors to be elected to the Board.

Under our proposed amendment to Article 39(b) below, any person nominated for election to the Board by a shareholder, in accordance with Article 39(b), must consent to being named as a director nominee for election to the Board in any proxy statement or proxy card relating to the meeting at which the election is to take place and the consent of each such nominee to the disclosure of any information provided with respect to such nominee pursuant to our Articles as well as any information publicly filed with the SEC with respect to such nominee in any proxy statement, proxy card or other proxy materials used in connection with or relating to such general meeting. In turn, if the Company has received notice of a shareholder’s intent to nominate directors for election to the Board at a meeting, the director nominees of the Board for election at that meeting must provide the same consent to be included in any proxy statement or proxy card relating to that meeting and to the disclosure and use by the Company and each nominating shareholder of any information provided with respect to such nominee pursuant to our Articles or any information publicly filed with the SEC with respect to such nominee in any proxy statement, proxy card or other proxy materials, used in connection with or relating to such general meeting. Such consents and certain other information required to be provided by director nominees by Article 39(b) will be made available for review by shareholders, including other nominating shareholders, upon request, either at the Company’s Registered Office or via email by contacting Corporate_Secretary@mellanox.com.

Both the Company and nominating shareholders will also be required to provide certain information to each other in order to enable both the Company and each nominating shareholder to include information regarding all nominees for election as director in any proxy statement or universal proxy card used by them in connection with the applicable general meeting at which directors will be elected. The nominating shareholder will be required to provide the Nominee Information and the Companies Law Disclosures when such nominating shareholder provides notice of its intent to make nominations in connection with the applicable general meeting at which directors will be elected. In addition, the Company will provide the Nominee Information and the Companies Law Disclosures received from each nominating shareholder (if there is more than one shareholder who has

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nominated director(s) for election) to each other nominating shareholder within five (5) days following the last date for nominating shareholders to provide notice of their intent to make nominations in connection with the applicable general meeting at which directors will be elected. Each nominating shareholder will be required to deliver to the secretary of the Company, as promptly as practicable, any update necessary to correct any statement in the Nominee Information and the Companies Law Disclosures in order to make such statement not false or misleading with respect to any material fact, or any omission of material fact. In the event that the Company receives any such update from any nominating shareholder, it will provide the update to each other nominating shareholder as promptly as practicable following receipt of such information. The Company will be required to deliver to each nominating shareholder, as promptly as practicable, any update necessary to correct any statement in the Nominee Information and the Companies Law Disclosures in order to make such statement not false or misleading with respect to any material fact, or any omission of any material fact. As a result of the amendments to the Articles and the disclosures contained in this proxy statement and other filings made by the Company with the SEC, the Company and any nominating shareholder will have significant advance notice of the timeline to deliver Nominee Information to each other as well as the timeline for receipt of Nominee Information from the Company with respect to the nominees of any other nominating shareholder. Each nominating shareholder shall deliver the Nominee Information and the Companies Law Disclosures to the Company using the same method of delivery as the initial nomination notice delivered to the Company. The Company shall deliver the Nominee Information and the Companies Law Disclosures to any nominating shareholder using the contact information provided for such shareholder in such shareholder’s nomination notice.

If the Universal Proxy Card Proposal is approved, nominations for the election of directors may be made by any shareholder holding at least 1% of the outstanding voting power in the Company at an annual general meeting held within thirty (30) days of the anniversary of the date of the immediately preceding annual general meeting only if a written notice of such shareholder’s intent to make such nomination or nominations has been given to the secretary of the Company not later than ninety (90) days prior to the anniversary date of the immediately preceding annual general meeting.

In addition, if the Universal Proxy Card Proposal is approved, the Company will be required to provide a Notice of Election of Directors, at least fifty (50) days prior to the date of the applicable general meeting, its intent to hold (i) any annual general meeting if the annual general meeting is not held within thirty (30) days of the anniversary date of the immediately preceding annual general meeting, and (ii) any extraordinary general meeting at which directors will be elected. Following public announcement of a Notice of Election of Directors, nominations for the election of directors may be made by any shareholder holding at least 1% of the outstanding voting power in the Company (a) at an applicable annual general meeting only if a written notice of such shareholder’s intent to make such nomination or nominations has been given to the secretary of the Company by the later of sixty (60) days prior to the date of the annual general meeting or ten (10) days following and including the date of public announcement of the Notice of Election of Directors with respect to such meeting, and (b) at an applicable extraordinary general meeting only if a written notice of such shareholder’s intent to make such nomination or nominations has been given to the secretary of the Company by the later of ninety (90) days prior to the date of such extraordinary general meeting or ten (10) days following and including the date of public announcement of the Notice of Election of Directors with respect to such meeting.

The Company will also provide each nominating shareholder with the Nominee Information and the Companies Law Disclosures no later than (a) with respect to an election of directors to be held at an annual general meeting of shareholders, to the extent the annual general meeting is held within thirty (30) days of the anniversary date of the immediately preceding annual general meeting, sixty (60) days prior to the date of such meeting, (b) with respect to an election of directors to be held at an annual general meeting of shareholders, to the extent the annual general meeting is not held within thirty (30) days from the date of the immediately preceding annual general meeting, within five (5) days after the last day that shareholders may submit notice of their intent to make a nomination or nominations for the election of directors at such annual general meeting; and (c) with respect to an election of directors to be held at an extraordinary general meeting of shareholders, within five (5) days after the last day that shareholders may submit notice of their intent to make a nomination or nominations for the election of directors at such extraordinary general meeting. The nomination of any nominee

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with respect to whom (i) a nominating shareholder fails to deliver to the Company the information and consents required by clauses (a), (b), (c) and (d) of the first paragraph of the amended Article 39(b), to the extent such information and consents have not been previously provided with respect to any applicable nominee or have materially changed, and the information required by clause (e) of the first paragraph and the consents required by clause (f) in the first paragraph of the amended Article 39(b) or (ii) the Company fails to deliver the information required by clauses (a) and (b) of the third paragraph of the amended Article 39(b) and the consents required by clauses (c) and (d) of the third paragraph of the amended Article 39(b) to each nominating shareholder, in each case by the deadlines set forth above, shall not be recognized by the Company or the Chairman of such meeting as a valid nominee.

If the Universal Proxy Card Proposal is approved, with respect to our 2018 annual general meeting only, any nominating shareholder or the Company shall deliver the information required by clause (e) in the first paragraph or clauses (a) and (b) in the third paragraph of the amended Article 39(b), respectively, and the consents required by clause (f) in the first paragraph or clauses (c) and (d) in the third paragraph of the amended Article 39(b), respectively, by June 2, 2018, which is the later of (i) sixty (60) days prior to the 2018 annual general meeting and (ii) ten (10) days following and including the meeting date of the extraordinary general meeting. Each nominating shareholder shall deliver the Nominee Information and the Companies Law Disclosures to the Company using the same method of delivery as the initial nomination notice delivered to the Company. The Company shall deliver the Nominee Information and the Companies Law Disclosures to any nominating shareholder using the contact information provided for such shareholder in such shareholder’s nomination notice. The nomination of any nominee with respect to whom a nominating shareholder or the Company fails to provide the information required by clauses (a), (b), (c) and (e) in the first paragraph or clauses (a) and (b) in the third paragraph of the amended Article 39(b), or the consents required by clauses (d) and (f) in the first paragraph or clauses (c) and (d) in the third paragraph of the amended Article 39(b), in each case by the later of (i) sixty (60) days prior to the 2018 annual general meeting and (ii) ten (10) days following and including the meeting date of the extraordinary general meeting, shall not be recognized by the Company or the Chairman of the 2018 annual general meeting as a valid nominee.

In the event of a contested election, each proxy card used in connection with the election of directors shall (1) include the names of all persons nominated for election as directors of the Company, whether nominated by the Board or a shareholder; (2) provide a means for a shareholder to grant authority to vote for each of the nominees set forth on such proxy card; (3) if a plurality voting standard is applicable under Article 39(a), provide a means for a shareholder to grant authority to withhold its vote with respect to each nominee on such proxy card (and not provide means for a shareholder to grant authority to vote against or abstain from voting with respect to any nominee set forth on such proxy card); (4) if a majority voting standard is applicable under Article 39(a), provide a means for a shareholder to grant authority to vote against or abstain from voting with respect to each of the nominees set forth on such proxy card (and not provide means for a shareholder to grant authority to withhold its vote with respect to each nominee on such proxy card); (5) clearly distinguish between the nominees of the Board and the nominees of any shareholder; (6) within each group of nominees of the Board or any shareholder, list the nominees in alphabetical order; and (7) use the same font type, style and size for all nominees.

The effect of the amendment to the current provisions under Article 39(b) of our Articles described above is (1) to provide that all proxy statements in a contested election will include the names of all director nominees for election at that meeting, and (2) to provide that all director nominees for election at that meeting will appear on all proxy cards.

By approving these amendments, shareholders will be ensuring that they will have access, in any contested election, to all relevant information and disclosures regarding director nominees for election at that meeting and the ability to vote for all director nominees.

For a complete marked copy of the proposed amended Article 39 showing the proposed amendment to Article 39(b), please see Annex A.

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We therefore propose that at the extraordinary general meeting, the following resolutions be approved:

“RESOLVED to amend our Articles such that Article 39(b) of our Articles is amended and replaced in its entirety with the revised Article 39(b) set forth below.

Nominations for the election of Directors may be made by the Board of Directors or a committee appointed by the Board of Directors or by any shareholder holding at least 1% of the outstanding voting power in the Company. However, and without limitation of Sections 63 or 64 of the Companies Law, any such shareholder may nominate one or more persons for election as Directors at a General Meeting only if a written notice of such shareholder’s intent to make such nomination or nominations has been given to the Secretary of the Company not later than (i) with respect to an election to be held at an Annual General Meeting of shareholders, ninety (90) days prior to the anniversary date of the immediately preceding annual meeting or if the Annual General Meeting is not held within thirty (30) days of the anniversary date of the immediately preceding Annual General Meeting, then notice must be provided by the later of sixty (60) days prior to the date of the Annual General Meeting or ten (10) days following and including the date of public announcement of the Notice of Election of Directors (as defined below) by the Company with respect to such meeting, and (ii) with respect to an election to be held at an Extraordinary General Meeting of shareholders for the election of Directors, by the later of ninety (90) days prior to the date of such meeting or ten (10) days following and including the date of public announcement of the Notice of Election of Directors by the Company with respect to such meeting. Each such notice shall set forth: (a) the name and address of the shareholder who intends to make the nomination and of the person or persons to be nominated; (b) a representation that the shareholder is a holder of record of at least 1% of the outstanding voting power in the Company entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (c) a description of all arrangements or understandings between the shareholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the shareholder; (d) the consent of each nominee to serve as a Director of the Company if so elected and a declaration signed by each of the nominees declaring that there is no limitation under the Companies Law for the appointment of such a nominee and that all the information that is required under the Companies Law to be provided to the Company in connection with such an appointment has been provided; (e) the information specified in Items 4(b) and 5(b) of Schedule 14A (or any successor) (“Schedule 14A”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) with respect to each nominee as a participant in the solicitation of proxies by the Company and the information specified in Items 7(a), (b) and (c) of Schedule 14A, with respect to each nominee as a director nominee; and (f) the consent of each nominee to be named as a nominee for election as a Director of the Company in any proxy statement or proxy, intermediary instruction form or written ballot (each a “proxy card”) relating to the Company’s next Annual General Meeting or Extraordinary General Meeting at which Directors are to be elected and the consent of each such nominee to the disclosure and use by the Company and by each other shareholder who has given notice of its intent to nominate one or more persons for election as Directors at such General Meeting in accordance with this Article 39(b) of any information provided with respect to such nominee pursuant to clauses (a), (b), (c), (d) or (e) or that is publicly filed with the Securities and Exchange Commission (“SEC”) with respect to such nominee in a proxy statement, proxy card or other proxy materials, in each case used in connection with or relating to such Annual General Meeting or Extraordinary General Meeting. Notwithstanding Article 24(a), the Company shall at least fifty (50) days prior to the date of such Annual General Meeting or Extraordinary General Meeting publicly announce its intent to hold (x) any Annual General Meeting if the Annual General Meeting is held more than thirty (30) days of the anniversary date of the immediately preceding Annual General Meeting, and (b) any Extraordinary General Meeting at which directors will be elected (any such public announcement with respect to clause (x) or (y), a “Notice of Election of Directors”).

Any shareholder who delivers a written notice to the Company of such shareholder’s intent to nominate one or more persons for election as Directors at an Annual General Meeting or Extraordinary General Meeting pursuant to the first paragraph of this Article 39(b) and any related information required pursuant to the first paragraph of this Article 39(b), shall deliver to the Secretary of the Company notice in writing, as promptly as practicable, of (i) any change that occurs with respect to such shareholder’s intent to nominate persons for

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election as Directors following delivery of the notice contemplated by the immediately preceding paragraph to the Company and (ii) any update necessary to correct any statement contained in the information provided to the Company pursuant to the immediately preceding paragraph or in any information publicly filed with the SEC with respect to any such nominee in a proxy statement, proxy card or other proxy materials, in each case used in connection with or relating to such Annual General Meeting or Extraordinary General Meeting in order to make such statement not false or misleading with respect to any material fact, or omission of any material fact. To the extent that more than one shareholder has delivered a written notice to the Company of such shareholder’s intent to nominate one or more persons for election as Directors at an Annual General Meeting or Extraordinary General Meeting pursuant to the first paragraph of this Article 39(b), and the Company receives any updated information pursuant to the foregoing clause (i) or (ii) from any such nominating shareholder, the Company shall promptly as practicable provide such updated information to each other nominating shareholder.

In the event that the Secretary of the Company has duly received written notice of a shareholder’s intent to make nominations in accordance with this Article 39(b), the Company shall provide a written notice to such shareholder at the address for such shareholder in the nomination notice provided by such shareholder to the Company, not later than (i) with respect to an election of Directors to be held at an Annual General Meeting, sixty (60) days prior to the date of such Annual General Meeting, or if the Annual General Meeting is not held within thirty (30) days of the anniversary date of the immediately preceding Annual General Meeting, five (5) days after the last day that shareholders may submit notice of their intent to make a nomination or nominations for the election of directors at such Annual General Meeting under clause (i) of the first paragraph of this Article 39(b), and (ii) with respect to an election of directors to be held at an Extraordinary General Meeting, five (5) days after the last day that shareholders may submit notice of their intent to make a nomination or nominations for the election of Directors at such Extraordinary General Meeting under clause (ii) of the first paragraph of this Article 39(b). Such notice shall include, with respect to each nominee designated by the Board of Directors or a committee appointed by the Board of Directors: (a) the information specified in Items 4(b) and 5(b) of Schedule 14A with respect to each nominee as a participant in the solicitation of proxies by the nominating shareholder and the information specified in Items 7(a), (b) and (c) of Schedule 14A, with respect to each nominee as a director nominee; (b) the information that would be required under the Companies Law with respect to each person to be so nominated if such person was nominated by a shareholder; (c) the consent of each nominee to serve as a Director of the Company if so elected and a declaration signed by each of the nominees declaring that there is no limitation under the Companies Law for the appointment of such a nominee and that all the information that is required under the Companies Law to be provided by such nominee to the Company in connection with such an appointment has been provided and (d) the consent of each nominee to be named as a nominee for election as a Director of the Company in any proxy statement or proxy card relating to such Annual General Meeting or Extraordinary General Meeting and to serve as a Director of the Company if elected, and the consent of each such nominee to the disclosure and use by each shareholder who has given notice of its intent to nominate one or more persons for election as Directors at the applicable Annual General Meeting or Extraordinary General Meeting in accordance with this Article 39(b) of any information provided with respect to such nominee pursuant to clauses (a) or (b) or that is publicly filed with the SEC with respect to such nominee in any proxy statement, proxy card or other proxy materials, in each case used in connection with or relating to such Annual General Meeting or Extraordinary General Meeting. In the event that the Secretary of the Company has duly received written notice of a shareholder’s intent to make nominations in accordance with this Article 39(b) from more than one shareholder, the Company shall within five (5) days following the last date for shareholders to provide notice of their intent to make nominations in connection with the applicable Annual General Meeting or Extraordinary General Meeting pursuant to clause (i) or clause (ii), as applicable, of the first paragraph of this Article 39(b), provide to each nominating shareholder (i) a copy of the written notice received by the Company from any other shareholder for nominations in accordance with this Article 39(b) and the Companies Law and (ii) a copy of the information set forth in the first paragraph of this Article 39(b) that is received by the Company from any other nominating shareholder.

The Company shall deliver to each nominating shareholder notice in writing, as promptly as practicable, any update necessary to correct any statement contained in the information provided by the Company pursuant to the immediately preceding paragraph (including any information publicly filed with the SEC with respect to any Company nominee in a proxy statement, proxy card or other proxy materials, in each case used in connection

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with or relating to such Annual General Meeting or Extraordinary General Meeting) in order to make such statement not false or misleading with respect to any material fact, or omission of any material fact.

Notwithstanding the applicable notification deadlines set forth in the first paragraph and third paragraph of this Article 39(b) with respect to the delivery of information and consents by any nominating shareholders and the Company, respectively, with respect to the 2018 Annual General Meeting of the Company only (i) any nominating shareholder whose notice of intent to make nominations of one or more persons for election as Directors at the 2018 Annual General Meeting was made with respect to the 2018 Annual General Meeting prior to the date on which this Article 39(b) is approved by the shareholders of the Company shall deliver to the Company the information and consents required by clauses (a), (b), (c) and (d) of the first paragraph of this Article 39(b), to the extent such information and consents have not been previously provided with respect to any applicable nominee or has materially changed, and the information required by clause (e) of the first paragraph and the consents required by clause (f) in the first paragraph of this Article 39(b), and (ii) the Company shall deliver the information required by clauses (a) and (b) of the third paragraph of this Article 39(b) and the consents required by clauses (c) and (d) of the third paragraph of this Article 39(b) to each shareholder from whom the Secretary of the Company has duly received prior to the date on which this Article 39(b) was approved by the shareholders of the Company written notice of such shareholder’s intent to make nominations with respect to the 2018 Annual General Meeting, in each case, by the later of sixty (60) days prior to the date of the 2018 Annual General Meeting and ten (10) days following and including the date of the Extraordinary General Meeting at which this fifth paragraph of Article 39(b) is approved by the shareholders of the Company, provided that the nomination of any nominee with respect to whom a nominating shareholder or the Company, as applicable, fails to provide such applicable information or consents within such period, shall not be recognized by the Company or the Chairman of the 2018 Annual General Meeting as a valid nominee. Any nominating shareholder shall deliver the information required by this paragraph to the Company using the same method of delivery as the initial nomination notice delivered to the Company. The Company shall deliver the information required by this paragraph to each nominating shareholder using the contact information provided for such shareholder in such shareholder’s nomination notice.

In the event of a contested election, each proxy card used in connection with the election of Directors of the Company, or the solicitation of votes with respect to the election of Directors of the Company, at the applicable Annual General Meeting or Extraordinary General Meeting, shall (A) set forth the names of (I) all persons nominated for election by the Board of Directors and (II) all persons with respect to whom a written notice of a shareholder’s intent to make a nomination for election as a Director at such meeting has been given in accordance with this Article 39(b) and applicable law (and whose nomination has not been withdrawn by such shareholder); (B) provide a means for a shareholder to grant authority to vote for each of the nominees set forth on such proxy card; (C) if a plurality voting standard is applicable under Article 39(a), provide a means for a shareholder to grant authority to withhold its vote with respect to each nominee on such proxy card (and not provide means for a shareholder to grant authority to vote against or abstain from voting with respect to any nominee set forth on such proxy card); (D) if a majority voting standard is applicable under Article 39(a), provide a means for a shareholder to grant authority to vote against or abstain from voting with respect with to each of the nominees set forth on such proxy card (and not provide means for a shareholder to grant authority to withhold its vote with respect to each nominee on such proxy card); (E) clearly distinguish between the nominees of the Board of Directors and the nominees of any shareholder; (F) within each group of nominees referenced in (E) above, list the nominees in alphabetical order; and (G) use the same font type, style and size for all nominees.

For the purposes of these Articles, an Annual General Meeting or an Extraordinary General Meeting shall be considered a “contested election” if the total number of nominees for election to the Board of Directors at such meeting (including all persons (i) with respect to whom a shareholder has delivered, in due time pursuant to the Companies Law and these articles a notice of its intent to nominate at such meeting and (ii) with respect to whom such notice of intent to nominate has not been withdrawn by such shareholder prior to the date of the definitive proxy statement filed by the Company with the Securities and Exchange Commission with respect to such meeting, as such date is set forth in the definitive proxy statement) made in compliance with these Articles and the Companies Law exceeds the total number of Directors to be elected at such meeting.

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The Chairman of the meeting may refuse to acknowledge (x) the nomination of any person or (y) any vote purported to be solicited or cast using any proxy statement or proxy card, in each case, not made in compliance with the foregoing procedures.

Board of Directors’ Recommendation

THE BOARD RECOMMENDS THAT YOU VOTE FOR THE APPROVAL OF THE UNIVERSAL PROXY CARD PROPOSAL.

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SECURITY OWNERSHIP

Security Ownership of Certain Beneficial Owners and Management

The following table provides information relating to the beneficial ownership of our ordinary shares as of March 31, 2018, by:

Beneficial ownership is determined according to the rules of the SEC and generally means that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power of that security, and includes options that are currently exercisable or exercisable within 60 days of March 31, 2018. Except as indicated by footnote, and subject to community property laws where applicable, we believe the persons named in the table have sole voting and investment power with respect to all ordinary shares shown as beneficially owned by them.

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Unless otherwise indicated below, the address for each beneficial owner listed is c/o Mellanox Technologies, Inc., 350 Oakmead Parkway, Suite 100, Sunnyvale, California 94085, Attention: Corporate Secretary.

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WHERE YOU CAN FIND ADDITIONAL INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any document we file with the SEC at the SEC’s Public Reference Room located at 100 F Street, N.E., Washington, D.C. 20549. You may call the SEC at 1-800-SEC-0330 for further information about the SEC’s public reference rooms. Our SEC filings are also available to the public at the SEC’s website at www.sec.gov and through our website at www.mellanox.com.

OTHER MATTERS

This proxy statement contains “forward-looking statements” (as defined in the Private Securities Litigation Reform Act of 1995). These statements are based on the Company’s current expectations and involve risks and uncertainties, which may cause results to differ materially from those set forth in the statements. The forward-looking statements may include statements regarding actions to be taken by the Company. The Company undertakes no obligation to publicly update forward-looking statement, whether as a result of new information, future events or otherwise. Forward-looking statements should be evaluated together with the many uncertainties that affect the Company’s business, particularly those mentioned in the risk factors in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2017 and in our periodic reports on Form 10-Q.

No shareholder had advised us of the intent to present any other matters, and we are not aware of any other matters to be presented, at the extraordinary general meeting. Accordingly, the only items of business that our Board intends to present at the extraordinary general meeting are set forth in this proxy statement.

If any other matter or matters are brought before the extraordinary general meeting in accordance with the provisions of our Articles and the Companies Law, the persons named as proxyholders, if any, will use their discretion to vote on the matters in accordance with their best judgment as they deem advisable. Your vote is very important. Please promptly vote your shares by completing, signing, dating and returning your white proxy card or voting instruction form or by Internet or telephone voting as described on your white proxy card or voting instruction form.

You should rely only on the information contained in this proxy statement, the appendices to this proxy statement and the documents we refer to or incorporate by reference in this proxy statement to vote with respect to the Plurality Voting Standard Proposal and the Universal Proxy Card Proposal and any other matters that are brought before the extraordinary general meeting in accordance with the provisions of our Articles and the Companies Law. We have not authorized anyone to provide you with information that is different from what is contained in this proxy statement. This proxy statement is dated May 7, 2018. You should not assume that the information contained in this proxy statement is accurate as of any date other than that date (or as of an earlier date if so indicated in this proxy statement) and the mailing of this proxy statement to stockholders does not create any implication to the contrary. This proxy statement does not constitute a solicitation of a proxy in any jurisdiction where, or to or from any person to whom, it is unlawful to make a proxy solicitation.

May 7, 2018

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Annex A

ARTICLE 39 OF THE

AMENDED AND RESTATED

ARTICLES OF ASSOCIATION OF

MELLANOX TECHNOLOGIES, LTD.

(as proposed to be amended)

(a)    Subject to the provisions of these Articles and the Companies Law, Directors shall be elected at the Annual General Meeting or an Extraordinary General Meeting of the Company by the vote of the holders of a majority of the voting power represented at such meeting in person or by proxy, intermediary instruction form or written ballot (each, a “proxy card”) and voting on the election of directors., provided that, notwithstanding Articles 28(a) and 28(c), in the event of a contested election, Directors shall be elected by a plurality of the votes cast with respect to the election of Directors by the shares represented in person or by proxy card at such meeting (which shall mean that the Directors receiving the largest number of “for” votes will be elected in such contested election). For the purposes of these Articles, an Annual General Meeting or an Extraordinary General Meeting shall be considered a “contested election” if the total number of nominees for election to the Board of Directors at such meeting (including all persons (i) with respect to whom a shareholder has delivered, in due time pursuant to the Companies Law and these Articles, a notice of its intent to nominate at such meeting and (ii) with respect to whom such notice of intent to nominate has not been withdrawn by such shareholder prior to the date of the definitive proxy statement filed by the Company with the Securities and Exchange Commission with respect to such meeting, as such date is set forth in the definitive proxy statement) made in compliance with these Articles and the Companies Law exceeds the total number of Directors to be elected at such meeting. At any Annual General Meeting or Extraordinary General Meeting at which Directors are to be elected, each shareholder shall be entitled to cast a number of votes with respect to nominees for election to the Board of Directors up to the total number of Directors to be elected at such meeting.

(b)    Nominations for the election of Directors may be made by the Board of Directors or a committee appointed by the Board of Directors or by any shareholder holding at least 1% of the outstanding voting power in the Company. However, and without limitation of Sections 63 or 64 of the Companies Law, any such shareholder may nominate one or more persons for election as Directors at a General Meeting only if a written notice of such shareholder’s intent to make such nomination or nominations has been given to the Secretary of the Company not later than (i) with respect to an election to be held at an Annual General Meeting of shareholders, ninety (90) days prior to the anniversary date of the immediately preceding annual meeting or if the Annual General Meeting is not held within thirty (30) days of the anniversary date of the immediately preceding Annual General Meeting, then notice must be provided by the later of sixty (60) days prior to the date of the Annual General Meeting or ten (10) days following and including the date of public announcement of the Notice of Election of Directors (as defined below) by the Company with respect to such meeting, and (ii) with respect to an election to be held at an Extraordinary General Meeting of shareholders for the election of Directors, at leastby the later of ninety (90) days prior to the date of such meeting or ten (10) days following and including the date of public announcement of the Notice of Election of Directors by the Company with respect to such meeting. Each such notice shall set forth: (a) the name and address of the shareholder who intends to make the nomination and of the person or persons to be nominated; (b) a representation that the shareholder is a holder of record of shares ofat least 1% of the outstanding voting power in the Company entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (c) a description of all arrangements or understandings between the shareholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the shareholder; and (d) the consent of each nominee to serve as a Director of the Company if so elected and a declaration signed by each of the nominees declaring that

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there is no limitation under the Companies Law for the appointment of such a nominee and that all the information that is required under the Companies Law to be provided to the Company in connection with such an appointment has been provided; (e) the information specified in Items 4(b) and 5(b) of Schedule 14A (or any successor) (“Schedule 14A”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) with respect to each nominee as a participant in the solicitation of proxies by the Company and the information specified in Items 7(a), (b) and (c) of Schedule 14A, with respect to each nominee as a director nominee; and (f) the consent of each nominee to be named as a nominee for election as a Director of the Company in any proxy statement or proxy, intermediary instruction form or written ballot (each a “proxy card”) relating to the Company’s next Annual General Meeting or Extraordinary General Meeting at which Directors are to be elected and the consent of each such nominee to the disclosure and use by the Company and by each other shareholder who has given notice of its intent to nominate one or more persons for election as Directors at such General Meeting in accordance with this Article 39(b) of any information provided with respect to such nominee pursuant to clauses (a), (b), (c), (d) or (e) or that is publicly filed with the Securities and Exchange Commission (“SEC”) with respect to such nominee in a proxy statement, proxy card or other proxy materials, in each case used in connection with or relating to such Annual General Meeting or Extraordinary General Meeting. Notwithstanding Article 24(a), the Company shall at least fifty (50) days prior to the date of such Annual General Meeting or Extraordinary General Meeting publicly announce its intent to hold (x) any Annual General Meeting if the Annual General Meeting is held more than thirty (30) days of the anniversary date of the immediately preceding Annual General Meeting, and (b) any Extraordinary General Meeting at which directors will be elected (any such public announcement with respect to clause (x) or (y), a “Notice of Election of Directors”).

Any shareholder who delivers a written notice to the Company of such shareholder’s intent to nominate one or more persons for election as Directors at an Annual General Meeting or Extraordinary General Meeting pursuant to the first paragraph of this Article 39(b) and any related information required pursuant to the first paragraph of this Article 39(b), shall deliver to the Secretary of the Company notice in writing, as promptly as practicable, of (i) any change that occurs with respect to such shareholder’s intent to nominate persons for election as Directors following delivery of the notice contemplated by the immediately preceding paragraph to the Company and (ii) any update necessary to correct any statement contained in the information provided to the Company pursuant to the immediately preceding paragraph or in any information publicly filed with the SEC with respect to any such nominee in a proxy statement, proxy card or other proxy materials, in each case used in connection with or relating to such Annual General Meeting or Extraordinary General Meeting in order to make such statement not false or misleading with respect to any material fact, or omission of any material fact. To the extent that more than one shareholder has delivered a written notice to the Company of such shareholder’s intent to nominate one or more persons for election as Directors at an Annual General Meeting or Extraordinary General Meeting pursuant to the first paragraph of this Article 39(b), and the Company receives any updated information pursuant to the foregoing clause (i) or (ii) from any such nominating shareholder, the Company shall promptly as practicable provide such updated information to each other nominating shareholder.

In the event that the Secretary of the Company has duly received written notice of a shareholder’s intent to make nominations in accordance with this Article 39(b), the Company shall provide a written notice to such shareholder at the address for such shareholder in the nomination notice provided by such shareholder to the Company, not later than (i) with respect to an election of Directors to be held at an Annual General Meeting, sixty (60) days prior to the date of such Annual General Meeting, or if the Annual General Meeting is not held within thirty (30) days of the anniversary date of the immediately preceding Annual General Meeting, five (5) days after the last day that shareholders may submit notice of their intent to make a nomination or nominations for the election of directors at such Annual General Meeting under clause (i) of the first paragraph of this Article 39(b), and (ii) with respect to an election of directors to be held at an Extraordinary General Meeting, five (5) days after the last day that shareholders may submit notice of their intent to make a nomination or nominations for the election of Directors at such

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Extraordinary General Meeting under clause (ii) of the first paragraph of this Article 39(b). Such notice shall include, with respect to each nominee designated by the Board of Directors or a committee appointed by the Board of Directors: (a) the information specified in Items 4(b) and 5(b) of Schedule 14A with respect to each nominee as a participant in the solicitation of proxies by the nominating shareholder and the information specified in Items 7(a), (b) and (c) of Schedule 14A, with respect to each nominee as a director nominee; (b) the information that would be required under the Companies Law with respect to each person to be so nominated if such person was nominated by a shareholder; (c) the consent of each nominee to serve as a Director of the Company if so elected and a declaration signed by each of the nominees declaring that there is no limitation under the Companies Law for the appointment of such a nominee and that all the information that is required under the Companies Law to be provided by such nominee to the Company in connection with such an appointment has been provided and (d) the consent of each nominee to be named as a nominee for election as a Director of the Company in any proxy statement or proxy card relating to such Annual General Meeting or Extraordinary General Meeting and to serve as a Director of the Company if elected, and the consent of each such nominee to the disclosure and use by each shareholder who has given notice of its intent to nominate one or more persons for election as Directors at the applicable Annual General Meeting or Extraordinary General Meeting in accordance with this Article 39(b) of any information provided with respect to such nominee pursuant to clauses (a) or (b) or that is publicly filed with the SEC with respect to such nominee in any proxy statement, proxy card or other proxy materials, in each case used in connection with or relating to such Annual General Meeting or Extraordinary General Meeting. In the event that the Secretary of the Company has duly received written notice of a shareholder’s intent to make nominations in accordance with this Article 39(b) from more than one shareholder, the Company shall within five (5) days following the last date for shareholders to provide notice of their intent to make nominations in connection with the applicable Annual General Meeting or Extraordinary General Meeting pursuant to clause (i) or clause (ii), as applicable, of the first paragraph of this Article 39(b), provide to each nominating shareholder (i) a copy of the written notice received by the Company from any other shareholder for nominations in accordance with this Article 39(b) and the Companies Law and (ii) a copy of the information set forth in the first paragraph of this Article 39(b) that is received by the Company from any other nominating shareholder.

The Company shall deliver to each nominating shareholder notice in writing, as promptly as practicable, any update necessary to correct any statement contained in the information provided by the Company pursuant to the immediately preceding paragraph (including any information publicly filed with the SEC with respect to any Company nominee in a proxy statement, proxy card or other proxy materials, in each case used in connection with or relating to such Annual General Meeting or Extraordinary General Meeting) in order to make such statement not false or misleading with respect to any material fact, or omission of any material fact.

Notwithstanding the applicable notification deadlines set forth in the first paragraph and third paragraph of this Article 39(b) with respect to the delivery of information and consents by any nominating shareholders and the Company, respectively, with respect to the 2018 Annual General Meeting of the Company only (i) any nominating shareholder whose notice of intent to make nominations of one or more persons for election as Directors at the 2018 Annual General Meeting was made with respect to the 2018 Annual General Meeting prior to the date on which this Article 39(b) is approved by the shareholders of the Company shall deliver to the Company the information and consents required by clauses (a), (b), (c) and (d) of the first paragraph of this Article 39(b), to the extent such information and consents have not been previously provided with respect to any applicable nominee or has materially changed, and the information required by clause (e) of the first paragraph and the consents required by clause (f) in the first paragraph of this Article 39(b), and (ii) the Company shall deliver the information required by clauses (a) and (b) of the third paragraph of this Article 39(b) and the consents required by clauses (c) and (d) of the third paragraph of this Article 39(b) to each shareholder from whom the Secretary of the Company has duly received prior to the date on which this Article 39(b) was approved by the shareholders of the Company written notice of such shareholder’s intent to make nominations with respect to the 2018 Annual

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General Meeting, in each case, by the later of sixty (60) days prior to the date of the 2018 Annual General Meeting and ten (10) days following and including the date of the Extraordinary General Meeting at which this fifth paragraph of Article 39(b) is approved by the shareholders of the Company, provided that the nomination of any nominee with respect to whom a nominating shareholder or the Company, as applicable, fails to provide such applicable information or consents within such period, shall not be recognized by the Company or the Chairman of the 2018 Annual General Meeting as a valid nominee. Any nominating shareholder shall deliver the information required by this paragraph to the Company using the same method of delivery as the initial nomination notice delivered to the Company. The Company shall deliver the information required by this paragraph to each nominating shareholder using the contact information provided for such shareholder in such shareholder’s nomination notice.

In the event of a contested election, each proxy card used in connection with the election of Directors of the Company, or the solicitation of votes with respect to the election of Directors of the Company, at the applicable Annual General Meeting or Extraordinary General Meeting, shall (A) set forth the names of (I) all persons nominated for election by the Board of Directors and (II) all persons with respect to whom a written notice of a shareholder’s intent to make a nomination for election as a Director at such meeting has been given in accordance with this Article 39(b) and applicable law (and whose nomination has not been withdrawn by such shareholder); (B) provide a means for a shareholder to grant authority to vote for each of the nominees set forth on such proxy card; (C) if a plurality voting standard is applicable under Article 39(a), provide a means for a shareholder to grant authority to withhold its vote with respect to each nominee on such proxy card (and not provide means for a shareholder to grant authority to vote against or abstain from voting with respect to any nominee set forth on such proxy card); (D) if a majority voting standard is applicable under Article 39(a), provide a means for a shareholder to grant authority to vote against or abstain from voting with respect with to each of the nominees set forth on such proxy card (and not provide means for a shareholder to grant authority to withhold its vote with respect to each nominee on such proxy card); (E) clearly distinguish between the nominees of the Board of Directors and the nominees of any shareholder; (F) within each group of nominees referenced in (E) above, list the nominees in alphabetical order; and (G) use the same font type, style and size for all nominees.

For the purposes of these Articles, an Annual General Meeting or an Extraordinary General Meeting shall be considered a “contested election” if the total number of nominees for election to the Board of Directors at such meeting (including all persons (i) with respect to whom a shareholder has delivered, in due time pursuant to the Companies Law and these articles a notice of its intent to nominate at such meeting and (ii) with respect to whom such notice of intent to nominate has not been withdrawn by such shareholder prior to the date of the definitive proxy statement filed by the Company with the Securities and Exchange Commission with respect to such meeting, as such date is set forth in the definitive proxy statement) made in compliance with these Articles and the Companies Law exceeds the total number of Directors to be elected at such meeting.

The Chairman of the meeting may refuse to acknowledge (x) the nomination of any person or (y) any vote purported to be solicited or cast using any proxy statement or proxy card, in each case, not made in compliance with the foregoing procedures.

(c)    The General Meeting may, by a vote of the holders of at least 75% of the voting power represented at the meeting, remove any Director(s) from office, and elect Directors instead of Directors so removed or fill any

Vacancy (as defined in Article 41), however created, in the Board of Directors unless such Vacancy was filled by the Board of Directors under Article 41.

(d)    In the event of any contradiction between the provisions of this Article 39 and the provisions of the Companies Law relating to the election and term of External Directors, the applicable provisions of the Companies Law shall govern, and the External Directors shall be elected and hold office in accordance with the provisions of the Companies Law.

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