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Actionable news in CSTE: CaesarStone Sdot-Yam Ltd.,

CaesarStone Sdot-Yam: ” Proposal No. 3

The following excerpt is from the company's SEC filing.

Whether or not you plan to attend the Meeting, it is important that your shares be represented and voted at the Meeting. Accordingly, after reading the enclosed Notice and accompanying Proxy Statement, please sign, date and mail the enclosed proxy card in the envelope provided or vote by telephone or over the Internet in accordance with the instructions on your proxy card.

If shareholders have questions or need assistance in voting their shares for the Meeting, please contact the Company’s proxy solicitor, Morrow & Co. They can be reached by dialing +203-658-9400 or toll-free within the United States at 800 -662-5200, or via e-mail at CSTE@morrowco.com.

We look forward to seeing as many of you as can attend the Meeting.

Very truly yours,

Maxim Ohana

Chairman of the Board of Directors

CAESARSTONE SDOT-YAM LTD.

MP Menashe 3780400, Israel

Tel: +972-4-636-4555

PROXY STATEMENT

_________________________________________

SECOND AMENDED NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

To be held on December 3, 2015

MP Menashe, Israel, November 12, 2015 – Caesarstone Sdot-Yam Ltd. (NASDAQ: CSTE) (the “

”), a leading manufacturer of high quality engineered quartz surfaces, today announced that the Annual General Meeting (the “

”) of its shareholders will be held on December 3, 2015, at 6:00 pm Israel time, at the offices of the Company, MP Menashe 3780400, Israel.

The Meeting is being called for the following purposes:

to re-elect Messrs. Moshe Ronen, Shachar Degani and Amihai Beer and to elect Messrs. Amit Ben Zvi and Ronald Kaplan, to serve as directors of the Company until the close of the next annual general meeting of shareholders of the Company;

to re-elect Messrs. Yonatan Melamed and Ofer Tsimchi, to serve as directors of the Company until the close of the next annual general meeting of shareholders of the Company;

to vote on the proposal of Kibbutz

to elect Messrs. Yitzhak (Itzick) Sharir and Amnon Dick, to serve as directors of the Company until the close of the next annual general meeting of shareholders of the Company (

the Company’s board of directors recommends shareholders vote “AGAINST” this proposal of Kibbutz Sdot-Yam

to approve the compensation terms of the chairman of the Company’s board of directors, Mr. Yonatan Melamed, if elected, commencing as of the date of the Meeting;

to approve the compensation terms of all independent directors residing outside of Israel (other than the chairman of the Company’s board of directors and external directors);

to approve the change of the Company’s name to Caesarstone Ltd., and approve the applicable amendment to the Company’s articles of association and memorandum of association to reflect such name change, such change to become effective upon the authorization of the Israeli Registrar of Companies;

to approve an amendment to the 2011 Incentive Compensation Plan (the “

2011 Plan

”) to increase the aggregate number of ordinary shares authorized for issuance under the 2011 Plan by 900,000 ordinary shares of the Company; and

to approve the reappointment of Kost, Forer, Gabbay & Kasierer (a member of Ernst & Young Global) as the Company’s independent auditors for the year ending December 31, 2015, and its service until the annual general meeting of shareholders to be held in 2016 and to authorize the Company’s board of directors, upon recommendation of the audit committee of the Company, to determine the compensation of the auditors in accordance with the volume and nature of their services and receive an update regarding the Company’s independent auditors’ remuneration for the past year.

In addition, the shareholders will be requested to consider at the Meeting the Company’s financial statements for the year ended December 31, 2014.

We are currently not aware of any other matters that will come before the Meeting. If any other matters are presented properly at the Meeting, the persons designated as proxies intend to vote upon such matters in accordance with their best judgment.

The affirmative vote of the holders of a majority of the voting power represented at the Meeting in person or by proxy and voting thereon is necessary for the approval of Proposal Nos. 1, 2, 3, 4, 5, 7 and 8. The approval of Proposal No. 6 requires the affirmative vote of the holders of 75% of the voting power represented at the Meeting in person or by proxy and voting thereon.

Proposal No. 1 was redrafted and Proposal Nos. 2 and 3 were added in this Second Amended Notice of Annual General Meeting of Shareholders to conform with the request of our controlling shareholder, Kibbutz Sdot-Yam, pursuant to Section 66(b) of the Companies Law 5759-1999 (the “

”), and as an alternative to the original Proposal No. 1 we published on October 28, 2015. In its request, Kibbutz Sdot-Yam proposed the nominees under proposal No. 3 and advised us on its support of the nominees under Proposal No. 1.

At the Meeting, shareholders will be asked to elect seven (7) out of the nine (9) nominees in Proposal Nos. 1, 2 and 3 to serve as directors of the Company until the close of the next annual general meeting of shareholders of the Company. In the event that more than seven (7) nominees proposed in Proposal Nos. 1, 2 and 3 receive the affirmative vote of holders of a majority of the voting power represented at the Meeting in person or by proxy and voting thereon, the seven (7) nominees who receive the highest number of affirmative votes in favor of their election out of these nine (9) nominees proposed in Proposal Nos. 1, 2 and 3 will be elected to serve as directors.

The board of directors recommends shareholders vote

” Proposal Nos. 1, 2, 4, 5, 6, 7 and 8 and “

” Proposal No. 3.

Only shareholders of record at the close of business on November 3, 2015, are entitled to notice of, and to vote at, the Meeting, or at any adjournment or postponement thereof.

A proxy statement describing the various matters to be voted upon at the Meeting along with a proxy WHITE card enabling the shareholders to indicate their vote on each matter will be mailed on or about November 18, 2015, to all shareholders entitled to vote at the Meeting. Such proxy statement shall also be furnished to the U.S. Securities and Exchange Commission (the “

”) under cover of Form 6-K and will be available on the Company’s website

www.caesarstone.com

on or about November 12, 2015. Proxies must be submitted to the Company or to its transfer agent no later than forty eight (48) hours prior to the Meeting. Proxies delivered to the Company or to its transfer agent during the forty eight (48) hours preceding the time fixed for the Meeting will be presented to the chairperson of the Meeting and, at his discretion, may be voted as specified in the instructions included in such proxies.

In accordance with the Companies Law and regulations promulgated thereunder, any shareholder of the Company may submit to the Company a position statement on its behalf, expressing its position on an agenda item for the Meeting to the Company’s offices, MP Menashe 3780400, Israel, Attention: Michal Baumwald Oron, VP Business Development & General Counsel, or by facsimile to +972-4-6364400, no later than November 23, 2015.

BY ORDER OF THE BOARD OF DIRECTORS

INFORMATION ABOUT THIS PROXY STATEMENT AND

THE ANNUAL GENERAL MEETING OF SHAREHOLDERS

General Information

This proxy statement (the “

”) and the accompanying proxy card are being furnished to the holders of ordinary shares, par value NIS 0.04 per share, of Caesarstone Sdot-Yam Ltd., an Israeli company (the “

”), in connection with the solicitation of proxies by the board of directors of the Company (the “

”), for use at the annual general meeting of shareholders of the Company (the “

”) to be held on December 3, 2015, beginning at 6:00 pm Israel time, at the offices of the Company at Kibbutz Sdot-Yam, MP Menashe 3780400, Israel. You are entitled to notice of, and to vote at, the Meeting, if you hold ordinary shares as of the close of business on November 3, 2015, the record date for the Meeting.

The Proxy

Mr. Yosef Shiran, Mr. Yair Averbuch and Ms. Michal Baumwald Oron, or any one of them, may be appointed as proxies by the shareholders entitled to vote at the Meeting with respect to the matters to be voted upon at the Meeting.

All ordinary shares represented by properly executed proxies delivered to the Company by mail at its offices at Kibbutz Sdot-Yam, MP Menashe 3780400, Israel, Attention: Michal Baumwald Oron, VP Business Development & General Counsel, or by facsimile to +972-4-6364400, or to its transfer agent, American Stock Transfer & Trust Company, LLC, by mail to 6201 15

Avenue, Brooklyn, New York 11219, will be voted as specified in the instructions indicated in such proxies. Proxies must be submitted to the Company no later than forty-eight (48) hours prior to the Meeting. Proxies delivered to the Company during the forty-eight (48) hours preceding the time fixed for the Meeting will be presented to the chairperson of the Meeting and, at his discretion, may be voted as specified in the instructions included in such proxies. Subject to applicable law and the rules of the NASDAQ Stock Market, if no instructions are indicated in such proxies with respect to a specific proposal or all proposals, the shares represented by properly executed and received

proxies will be voted “

” Proposal No. 3. If you hold your shares in “street name” through a broker, bank or other nominee, you are considered, with respect to those shares, a beneficial owner. Absent specific instructions from the beneficial owner of the shares, brokers are not allowed to exercise their voting discretion, as described below.

Revocation of Proxies

A shareholder may revoke a proxy in one of the following ways: (i) by written notice of the revocation of the proxy delivered by mail to the Company at its offices

at Kibbutz Sdot-Yam, MP Menashe 3780400, Israel, Attention: Michal Baumwald Oron, VP Business Development & General Counsel, or by facsimile to +972-4-6364400 at least forty-eight (48) hours prior to the time of the Meeting, in each case, canceling the proxy or appointing a different proxy, (ii) by written notice of the revocation of the proxy delivered at the Meeting to the chairperson of the Meeting or (iii) by attending and voting in person at the Meeting. Attendance at the Meeting will not in and of itself constitute revocation of a proxy.

Shareholders Entitled to Vote – Record Date

Shareholders of record who held ordinary shares at the close of business on November 3, 2015 (the “

”) are entitled to notice of, and to vote at, the Meeting. In addition, shareholders who, as of the Record Date, held ordinary shares through a bank, broker or other nominee which is a shareholder of record of the Company at the close of business on the Record Date, or which appears in the participant list of a securities depository on that date, are considered to be beneficial owners of shares held in “street name.” These proxy materials are being forwarded to beneficial owners by the bank, broker or other nominee that is considered the holder of record with respect to the Company’s ordinary shares. Beneficial owners have the right to direct how their shares should be voted and are also invited to attend the Meeting, but may not actually vote their shares in person at the Meeting unless they first obtain a signed proxy from the record holder (that is, their bank, broker or other nominee) giving them the right to vote the shares.

As of the Record Date, there were 35,294,755 ordinary shares issued, outstanding and entitled to vote at the Meeting.

Quorum and Required Vote

Pursuant to the Company’s articles of association, the quorum required for the Meeting consists of at least two shareholders present, in person or by proxy, who hold or represent between them at least 25% of the Company’s voting power. If a quorum is not present within thirty (30) minutes from the time appointed for the Meeting, the Meeting shall stand adjourned to the same day at the same time and place in the following week, in which case the Company shall not be obligated to give notice to the shareholders of the adjourned meeting or to a day, time and place as the Board may decide if so specified in the notice of the meeting (the “

Adjourned Meeting

”). At such Adjourned Meeting, any number of shareholders shall constitute a quorum for the business for which the original meeting was called.

Abstentions and “broker non-votes” are counted as present and entitled to vote for purposes of determining a quorum. A “broker non-vote” occurs when a bank, broker or other holder of record holding shares for a beneficial owner attends the Meeting but

does not vote on a particular proposal because that holder does not have discretionary voting power for that particular item and has not received instructions from the beneficial owner. When a matter to be voted on at a shareholders meeting is the subject of a contested solicitation, brokers do not have discretion to vote shares that they hold in their name on behalf of a third party. Therefore, if you hold your shares in “street name” and you do not provide your

broker with specific instructions regarding how to vote on any proposal to be voted on at the Meeting, your broker will not be permitted to vote your shares on that proposal, resulting in a “broker non-vote.” Therefore, it is important for a shareholder that holds ordinary shares through a bank, broker or other holder of record to instruct its bank or broker how to vote its shares, if the shareholder wants its shares to count for all proposals.

With respect to election of directors of the Company, shareholders will be asked to elect seven (7) out of the nine (9) nominees proposed in Proposal Nos. 1, 2 and 3 to serve as directors of the Company until the close of the next annual general meeting of shareholders of the Company. In the event that more than seven (7) nominees proposed in Proposal Nos. 1, 2 and 3 receive the affirmative vote of holders of a majority of the voting power represented at the Meeting in person or by proxy and voting thereon, the seven (7) nominees out of these nine (9) nominees proposed in Proposal Nos. 1, 2 and 3 who receive the highest number of affirmative votes in favor of their election will be elected to serve as directors.

The Board recommends shareholders vote

Except for the purpose of determining a quorum, broker non-votes will not be counted as present and are not entitled to vote. Abstentions will not be treated as either a vote “

” or “

” a matter.

Kibbutz Sdot-Yam, which owns approximately 32.4% of the Company’s outstanding ordinary shares as of November 3, 2015, is the Company’s only controlling shareholder as defined in the Companies Law.

On each matter submitted to the shareholders for consideration at the Meeting, only ordinary shares that are voted on such matter will be counted toward determining whether shareholders approved the matter. Ordinary shares present at the Meeting that are not voted on a particular matter (including broker non-votes) will not be counted in determining whether such matter is approved by shareholders.

Each ordinary share is entitled to one vote on each proposal or item that comes before the Meeting. If two or more persons are registered as joint owners of any ordinary share, the right to vote at the Meeting and/or the right to be counted as part of the quorum thereat shall be conferred exclusively upon the more senior among the joint owners attending the meeting in person or by proxy. For this purpose, seniority shall be determined by the order in which the names appear in the Company’s Register of Shareholders.

How You Can Vote

You can vote your shares by attending the Meeting. If you do not plan to attend the Meeting, the method of voting will differ for shares held as a record holder and shares held in “street name” (through a broker, trustee or nominee). Shareholders of record will receive proxy cards. Holders of shares in “street name” will receive either proxy cards or voting instruction cards in order to instruct their banks, brokers or other nominees on how to vote.

Shareholders of Record

If you are a shareholder of record (that is, you hold a share certificate that is registered in your name or you are listed as a shareholder in the Company’s share register), you can submit your vote by completing, signing and submitting a proxy card, which has or will be sent to you and which will be accessible at the Investor Relations section of the Company’s website, as described below under “Availability of Proxy Materials.”

Please follow the instructions on the proxy card. If you provide specific instructions (by marking a box) with regard to the proposals, your shares will be voted as you instruct. If you sign and return your proxy...


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