Exhibit 99.1

SAPIENS INTERNATIONAL CORPORATION N.V.

( the “Company”)

Landhuis Joonchi

Kaya Richard J. Beaujon z/n

P.O. Box 837

Curaçao

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

( the “Meeting”)

This Notice of Annual General Meeting of Shareholders was

first published by the Company on October 27, 2017.

TABLE OF CONTENTS

SAPIENS INTERNATIONAL CORPORATION N.V.

Landhuis Joonchi

Kaya Richard J. Beaujon z/n

P.O. Box 837

Curaçao

PROXY STATEMENT FOR ANNUAL GENERAL MEETING OF SHAREHOLDERS

to be held on November 29, 2017

QUESTIONS AND ANSWERS ABOUT THE ANNUAL GENERAL MEETING AND THE PROPOSALS

Q. Why am I receiving these materials?

A. We have sent you this proxy statement and the enclosed form of proxy because the board of directors (the “ Board of Directors ” or “ Board ”) of Sapiens International Corporation N.V. (also referred to as “ Sapiens ”, “ we ”, “ us ”, the “ Company ” or “ our Company ”) is soliciting your proxy to vote your shares at the 2017 Annual General Meeting of Shareholders (the “ Meeting ”) to be held at 10:00 a.m., Curaçao local time, on Wednesday, November 29, 2017 at Landhuis Joonchi, Kaya Richard J. Beaujon z/n, Curaçao. You are receiving these proxy materials because you owned common shares, par value one eurocent (€0.01) per share, of our Company (“ common shares ”), on Tuesday, October 24, 2017, which is the record date for the Meeting, and such ownership entitles you to notice of, and to vote at, the Meeting.

This proxy statement describes the matters on which we would like you to vote at the Meeting and provides information on those matters so that you can make an informed decision.

Among the matters to be considered at the Meeting, we are requesting that you approve the migration of the legal domicile of the Company from Curaçao to the Cayman Islands. Such migration and the accompanying adoption of charter documents suitable for a Cayman Islands exempted company ( which charter documents will be effective immediately prior to the completion of the migration of the legal domicile of the Company to the Cayman Islands) requires shareholder approval under Curaçao law, which approval we are therefore seeking at the Meeting. Completion of the migration requires compliance with certain additional steps under Curaçao law and Cayman Islands law and is conditioned on our receipt of (i) a ruling that the migration will not constitute a taxable event for our shareholders under Israeli tax law (being the jurisdiction of our residency for tax purposes) and (ii) approval that the migration will not constitute a taxable event for our shareholders under Curaco tax law. See Proposals 7 and 8 below for more information.

Q. What items of business will be voted on at the Meeting?

A. The following eight proposals will be voted upon at the Meeting:

Q. How does the Board recommend that I vote?

A. Our Board recommends that you vote FOR each of the proposals described above.

Q. Why is the Board recommending that I vote FOR the approval of the Migration Proposal and Articles Proposal at the Meeting?

A. Our management and our Board have determined that the migration of the legal domicile of our Company to the Cayman Islands pursuant to the Migration Proposal adds potential valuable benefits to our Company. Our status as a Cayman Islands company, following the migration (if the Migration Proposal is approved), also requires that we adopt a Memorandum and Articles of Association suitable for an exempted company under the Cayman Companies Law, pursuant to the Articles Proposal. Shareholders should therefore view the approval of the Migration Proposal and Articles Proposal as part of a single plan for adding potential valuablee benefits to our Company, and we therefore recomnmend that they support each of those proposals.

The Board has determined that the migration of the legal domicile of the Company to the Cayman Islands is in the best interests of the Company and its shareholders, primarily for the following reasons:

• There are significantly more public companies incorporated in the Cayman Islands than in Curacao, which in turn provides the Company with a broader basis of comparables;

• The Cayman Islands provides a company’s board of directors with broad discretion to exercise its judgment in what it deems to be in the best interests of the company and the shareholders, including more flexibility than under Curacao law with respect to structuring strategic transactions; and

• The Cayman Islands has a business friendly regulatory environment and a predictable legal framework that provides more certainty with respect to various corporate matters.

Q. Are there additional factors that I should consider in deciding how to vote on the Migration Proposal at the Meeting?

A. Yes. The provisions of corporate law differ in the Cayman Islands relative to Curaçao. You should read Proposals 7 and 8 of this proxy statement (the Migration Proposal and the Articles Proposal) in their entirety, as well as the comparison of Cayman corporate law and Curaçao corporate law that serves as Appendix B to this proxy statement.

In addition, please keep in mind that we will only proceed with the migration if we receive (i) a ruling from the Israeli Tax Authority that indicates that the migration will not be classified as a taxable event for our shareholders under the laws of Israel (being the jurisdiction of our residency for tax purposes) and (ii) approval that indicates that the migration will not be classified as a taxable event for our shareholders under the laws of Curacao.

Q. What are the differences between my rights as a shareholder of a Cayman Islands exempted company as opposed to a Curaçao company?

A. The material distinctions between the rights of a shareholder in a Cayman Islands exempted company as opposed to in a Curaçao company are described in the chart that serves as Appendix B to this proxy statement. In addition, the proposed New Memorandum and Articles of our Company as a Cayman Islands exempted company, which partly prescribe, among other things, your rights as a shareholder thereof, are attached as Appendix A to this proxy statement, for your reference.

Q. When do you expect the migration to be completed?

A. We currently expect to complete the migration, if the Migration Proposal and Articles Proposal are each approved at the Meeting, in the first quarter of 2018, subject, however, to (i) the completion within that time frame of the necessary logistical steps for migration under Curaçao and Cayman Islands law and (ii) our receipt within that timeframe of (a) a ruling from the Israeli Tax Authority that indicates that the migration will not be classified as a taxable event for our shareholders under the laws of Israel (being the jurisdiction of our residency for tax purposes) and (b) approval that indicates that the migration will not be classified as a taxable event for our shareholders under the laws of Curacao.

Please see “Proposal 7. Migration of Legal Domicile of the Company from Curacao to the Cayman Islands—Background—Process of Migration” for a description of the steps that must be taken in order to complete the migration.

Q. What is the quorum required in order to conduct business at the Meeting?

A. Under our Current Articles, a quorum is constituted when there are present, in person or by proxy, holders of at least one-half of the outstanding common shares having voting rights in our Company. Common shares that abstain from voting on any and all proposals or that represent “broker non-votes” (as described below under the answer to the question “ How can I vote my common shares without attending the Meeting” ) are considered present for purposes of the quorum requirements. The Current Articles provide that if a quorum is not present at a shareholder meeting that has been properly called, a second general meeting of shareholders will be called in the same manner as the original meeting, to be held within two months of the meeting date. At that second meeting, action can be taken with respect to the proposals that are on the agenda for the first meeting despite the absence of a quorum at the second meeting.

Q. What are the voting requirements to approve the proposals to be presented at the Meeting?

A. The affirmative vote of shareholders present in person or represented by proxy and holding common shares amounting in the aggregate to at least a majority of the votes actually cast with respect to each of (a) Proposals 1 through 5 (which we refer to as the “ Annual Meeting Proposals ”) and (b) the Dividend Proposal, is required for the approval of those proposals. Abstentions and broker non-votes are not considered “actually cast” and are therefore not taken into consideration in determining whether a majority has been achieved for any of those proposals (although they are considered present for purposes of the quorum requirements for the Meeting).

For each of the Migration Proposal and the Articles Proposal, the majority requirement is stricter, as the affirmative vote of the holders of a majority of the issued and outstanding common shares of our Company (whether or not present at the Meeting or participating in the vote) is necessary for the approval of those proposals. For each of those two proposals, an abstention or broker non-vote is the equivalent of a vote against the proposal.

Q. What shares can I vote?

A. Our only class of stock outstanding is our common shares, par value one eurocent (€0.01) per share. Each common share outstanding as of the close of business on the record date, October 24, 2017, is entitled to one vote on all items of business at the Meeting. You may vote all common shares you owned at that time, which may be (a) shares held directly in your name as the shareholder of record, and (b) shares held for you as beneficial owner through a broker, trustee or other nominee, such as a bank (including on the Tel Aviv Stock Exchange (the “ TASE ”)). On the record date, there were 49,215,444 common shares outstanding (which excludes 2,328,296 treasury shares). The closing price of the common shares on October 16, 2017 (the most recent practicable date prior to the record date), as quoted on the NASDAQ Global Market and the TASE, was US$13.47 and NIS 46.47 (US$13.29, based on the representative exchange rate published by the Bank of Israel on that date), respectively.

Q. How can I vote my common shares without attending the Meeting?

A. Common shares may be held, and, consequently, voted in one of a few different ways without attending the Meeting:

Record Shareholders : If you are a shareholder of record, that is, your common shares are registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, these proxy materials are being sent directly to you by our transfer agent. If you provide specific instructions (i.e., mark boxes) on the enclosed proxy card that has been provided to you and sign and return the proxy card, your shares will be voted as you instruct. If you sign and return your proxy card without giving specific instructions, your shares will generally be voted in accordance with the recommendations of our Board (FOR each of the proposals). The proxy holders will vote in their discretion on any other matters that properly come before the Meeting. If you are a shareholder of record and do not return your proxy card, your shares will not be voted (unless you attend the Meeting and vote in person).

If you are a shareholder of record and have lost or misplaced the proxy card mailed to you, you may print a copy of the proxy card from http://www.sapiens.com/annual-meeting/proxy and may complete and sign that proxy card (indicating the name of the record shareholder holding your common shares) and return it to the Company’s Corporate Secretary via e-mail to iris.c@sapiens.com or via fax to +972-3-790-2942. The Company reserves the right to require further identifying information from you if you submit your proxy card in that manner. Any vote by a record shareholder that is received by our transfer agent by 11:59 p.m., Eastern time, on November 28, 2017 will be counted towards the tally of votes at the Meeting.

Shares Held in Street Name (on NASDAQ) : If your common shares are held in a brokerage account or by a trustee or nominee, you are considered to be the beneficial owner of shares held in “street name,” and these proxy materials are being forwarded to you together with a voting instruction form by the broker, trustee or nominee or an agent hired by the broker, trustee or nominee. Please follow the enclosed instructions to direct your broker, trustee or nominee how to vote your shares. Beneficial owners may be able to utilize the control number appearing on their voting instruction form to submit their voting instruction to their brokers, trustees or nominees by other means, including via the internet (at www.proxyvote.com), if so indicated on their voting instruction form . The deadline for submission of voting instructions to your broker, trustee or nominee should be indicated on your voting instruction form or in the other proxy materials sent to you.

If you do not submit voting instructions, your broker may be permitted to vote your shares in its discretion on some of the proposals, but not those of a non-routine nature (such as the Dividend Proposal, the Migration Proposal and the Articles Proposal). Because the broker is prohibited from exercising discretionary authority for a beneficial owner who has not provided voting instructions for any non-routine proposal (commonly referred to as a “broker non-vote”), that beneficial owner’s shares will be included in determining the presence of a quorum at the Meeting. but are not considered “present” for the purposes of voting on, and do not impact the outcome of the voting on, the proposals (except for the Migration Proposal and the Articles Proposal, where the majority required for approval is a majority of the issued and outstanding common shares of our Company, for which a non-present share is the equivalent of a vote against).

Shares Held on the TASE : If you own common shares that are traded through the TASE, you may vote your shares without attending the Meeting by signing and dating a proxy card in the form filed by us on MAGNA, the distribution site of the Israeli Securities Authority, at www.magna.isa.gov.il, which we refer to as MAGNA, on or about October 27, 2017 and attach to it a proof of ownership certificate from the TASE Clearing House member through which the shares are held indicating that you were the beneficial owner of the shares on the record date, and return the proxy card, along with the proof of ownership certificate, to us via mail, as described in the instructions available on MAGNA, or via e-mail to iris.c@sapiens.com or via fax to +972-3-790-2942;

Q. How can I vote my common shares in-person at the Meeting?

A. The voting procedure for voting in-person at the Meeting varies, depending on how you hold your common shares, as follows:

Record Shareholders : Common shares held in your name as the shareholder of record may be voted on a ballot that we will provide to you at the Meeting.

Shares Held in Street Name (on NASDAQ) : Common shares held beneficially in street name (on NASDAQ) may be voted on a ballot at the Meeting only if you bring (i) proof that you owned the shares in your brokerage, trustee or nominee account as of the record date, and (ii) a legal proxy from the broker, trustee or nominee that holds your shares giving you the right to vote the shares.

Shares Held on the TASE : If you hold common shares that are traded through the TASE and you would like to vote in person at the Meeting, you must bring a proof of ownership certificate from the TASE’s Clearing House member through which the shares are held, indicating that you were the beneficial owner of the shares on the record date.

Regardless of how you hold your common shares, even if you plan to attend the Meeting, we recommend that you also submit your proxy card or voting instructions (in any of the manners described above, including electronically) so that your vote will be counted if you later decide not to attend the Meeting.

Q. Can I change or revoke my vote?

A. A shareholder submitting a proxy via mail, e-mail or fax may revoke such proxy at any time by communicating such revocation in writing to the Company or by executing and delivering a later-dated proxy (in either case, prior to the commencement of the Meeting). If your shares are held in street name or by a broker, trustee or nominee, you may change your vote by following the instructions provided to you by your broker, trustee or nominee.

If you originally voted through the electronic voting system, you can revoke your vote by voting through the electronic voting system on a later date (which must precede the date of the Meeting). In addition, any shareholder who has executed a proxy and is present at the Meeting may vote in person instead of by proxy, thereby canceling any proxy previously given, whether or not written revocation of such proxy has been given prior to the Meeting. Any written notice revoking a proxy should be sent to Sapiens International Corporation N.V., Azrieli Center, Harokmim 18, Holon, 5885800, Israel, Attention: Corporate Secretary or via e-mail to iris.c@sapiens.com or via fax to +972-3-790-2942. If a proxy or voting instructions are not revoked, the common shares represented thereby will be voted in accordance with the proxy or other voting instructions.

Q. Is the proxy statement available electronically?

A. This proxy statement is available on our website at www.sapiens.com . In addition, we have furnished a Report of Foreign Private Issuer on Form 6-K (a “ Form 6-K ”) to the SEC that includes this proxy statement as an exhibit. You can view the Form 6-K at the SEC’s website at www.sec.gov .

Q. What happens if additional matters are presented at the Meeting?

A. Other than the proposals described in this proxy statement, we are not aware of any other business to be acted upon at the Meeting. If you sign and submit a proxy card, the persons or entities named as proxy holders, Mr. Gregory Elias, United International Trust N.V., Mr. Roni Giladi and Mr. Ron Al Dor, will have the discretion to vote your shares on any additional matters properly presented for a vote at the Meeting in accordance with their best judgment.

Q. Who will count the votes?

A. A representative of Sapiens will act as the inspector of election to tabulate the votes cast at the Meeting.

Q. Who will pay the costs of soliciting votes for the Meeting?

A. We are making this solicitation and will pay the entire cost of preparing, printing, mailing and distributing these proxy materials and soliciting votes with respect to the Meeting. In addition to the mailing of these proxy materials, the solicitation of proxies may be made in person, by telephone or by electronic communication by certain of our directors, officers and other employees, who will not receive any additional compensation for such activities. We will also reimburse brokerage firms, banks, and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses in forwarding proxy and solicitation materials to the beneficial owners of our common shares.

Q. Where can I find the voting results of the Meeting?

A. We expect to announce preliminary voting results at the Meeting and publish final results in a Form 6-K to be furnished to the SEC after the Meeting. You can access that Form 6-K, and all of our other reports filed with or furnished to the SEC, on our website, www.sapiens.com , or at the SEC’s website, www.sec.gov .

YOUR VOTE IS IMPORTANT

Whether or not you plan to attend the Meeting, please read this proxy statement and promptly vote your shares by completing, signing, and dating your enclosed proxy or voting instruction form and returning it in the enclosed envelope.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 29, 2017

This proxy statement is available for viewing, printing and downloading at www.sapiens.com.

You may also request a copy of the materials relating to the Meeting by contacting Yaffa Cohen-Ifrah, Chief Marketing Officer and Head of Corporate Communications at Sapiens, at (201) 250-9414 or +972 54-909-9039 or via email to yaffa.cohen-ifrah@sapiens.com .

BENEFICIAL OWNERSHIP OF COMMON SHARES

BY CERTAIN BENEFICIAL OWNERS

The following table shows information as of September 30, 2017, for (i) each person who, to our knowledge, beneficially owns more than 5% of our outstanding common shares, (ii) each of our executive officers and directors and (iii) our executive officers and directors as a group.  The information in the table below is based on 49,215,444 common shares outstanding (which excludes 2,328,296 treasury shares) as of September 30, 2017.  Except as otherwise set forth below, the street address of the beneficial owners is c/o Sapiens International Corporation N.V., Azrieli Center, 26 Harokmim St., Holon, 5885800 Israel.

Proposal 1

RE-Election of Nominees to Serve on Board of Directors

Background

At the Meeting, the re-election to the Board of Directors of the Company of each of Guy Bernstein, Roni Al Dor, Eyal Ben-Chelouche, Yacov Elinav, Uzi Netanel, and Naamit Salomon for a term lasting until the next annual general meeting of shareholders of the Company, and until the election and qualification of his or her successor (or until his or her earlier death, resignation, retirement or removal, as applicable) will be proposed for approval by our shareholders. United International Trust N.V., a current director of the Company, will not be available for re-election but will serve as local representative until (and subject to) the completion of the migration of the Company as described in Proposal 7.

Please consider the following information regarding the nominees:

Guy Bernstein has served as a director of the Company since January 1, 2007 and was appointed Chairman of the Board of Directors on November 12, 2009. Mr. Bernstein has served as the chief executive officer of Formula Systems, our parent company, since January 2008.  From December 2006 to November 2010, Mr. Bernstein served as a director and the chief executive officer of Emblaze Ltd. or Emblaze, our former controlling shareholder. From April 2004 to December 2006, Mr. Bernstein served as the chief financial officer of Emblaze. He also served as a director of Emblaze from April 2004 until November 2010. Prior to joining Emblaze, Mr. Bernstein served as Chief Financial and Operations Officer of Magic Software, a position he held since 1999. Mr. Bernstein joined Magic Software from Kost Forer Gabbay & Kasierer, a member of EY Global, where he acted as senior manager from 1994 to 1997. Mr. Bernstein also serves as Chief Executive Officer of Magic Software and Chairman of the Board of Matrix IT Ltd. Mr. Bernstein is a Certified Licensed Public Accountant and holds a BA in Accounting and Economics from Tel Aviv University.

Roni Al Dor joined the Company as President and Chief Executive Officer in November 2005 and has served as a director of the Company since November 2005. Prior to joining the Company, Mr. Al Dor was one of the two founders of TTI Team Telecom International Ltd. (“ TTI ”), a global supplier of operations support systems to communications service providers and from August 1996 until 2004, Mr. Al Dor served as President of TTI. Prior to that, Mr. Al Dor served as TTI’s Co-President from November 1995 until August 1996 and its Vice President from September 1992 to November 1995. During his service in the Israeli Air Force, Mr. Al Dor worked on projects relating to computerization in aircrafts. Mr. Al Dor is a graduate of the military computer college of the Israeli Air Force, studied computer science and management at Bar Ilan University and attended the Israel Management Center for Business Administration.

Eyal Ben-Chelouche has served as a director of the Company since August 15, 2008, Mr. Ben-Chelouche served as the Commissioner of Capital Market Insurance and Savings at the Israeli Ministry of Finance from 2002 through 2005, where he was responsible for implementation of fundamental reforms in pension savings. Prior to that, he served as a Deputy Commissioner of Capital Market Insurance and Savings and as a Senior Foreign Exchange and Investment Manager in the Foreign Exchange Department of the Bank of Israel.  He also served as an Investment Officer in the Foreign Exchange Department of the Bank of England, in London. Mr. Ben-Chelouche served as Chairman of the Board of Directors of the Shahar Group, Chairman of the Advisory Board of Directors of the Shekel Group until the end of 2007 and as director of Migdal Holding Ltd until 2017. Mr. Ben-Chelouche serves as a director of Matrix IT Ltd. and Chairman of the Board of Directors of David Shield Group. Mr. Ben-Chelouche also serves on the Board of Directors of several other private companies. Mr. Ben-Chelouche also serves as Chairman of the Advisory Board of the Caesarea Center for Capital Markets and Risk Management. In 2005, Mr. Ben-Chelouche served as a member of the Bachar Committee on Capital Market Reform in Israel. Mr. Ben-Chelouche is an independent director.

Yacov Elinav  has served as a director of the Company since March 2005. For over 30 years, Mr. Elinav served in various positions at Bank Hapoalim B.M., which is listed on the London and Tel Aviv Stock Exchanges, including over 10 years as a member of the Board of Management, responsible for subsidiary and related companies.  From 1992 through 2006, Mr. Elinav served as Chairman of the Board of Directors of Diur B.P. Ltd., the real estate subsidiary of Bank Hapoalim. From August 2004 until 2009, Mr. Elinav served as Chairman of the Board of Directors of DS Securities and Investments, Ltd. From August 2004 through 2008, Mr. Elinav served as Chairman of the Board of Directors of DS Provident Funds Ltd., and from 2010 until August 2015, served as Chairman of the Board of Directors of Golden Pages Ltd. Mr. Elinav also serves on the Board of Directors of several other public and private companies. Mr. Elinav is an independent director.

Uzi Netanel has served has a director of the Company since March 2005. He has served as Chairman of the Board of Directors of Maccabi Enterprise Development & Management Ltd., and as Chairman of Maccabi Group Holdings Ltd. from 2005 through 2011. From 2004 through 2007, Mr. Netanel served as Chairman of Board of Directors of M.L.L Software & Computers, and from 2000 through 2011 served as a director of Bazan and Carmel Olephine. From 2001 through 2003, Mr. Netanel served as partner in the FIMI Opportunity Fund. From 1993 through 2001, he served as Active Chairman of Israel Discount Capital Markets and Investments Ltd. From 1997 to 1999, Mr. Netanel served as Chairman of Poliziv Plastics Company (1998) Ltd. From 2005 through 2014, he served as director of Maman Group and from 2012 through 2014, he served as director of Gadot Biochemicals. Mr. Netanel also serves on the Board of Directors of Acme Trading, Dorsel Ltd. (real estate projects) (external director), Assuta Health Centers, and Maccabi Health Services. Mr. Netanel is an independent director.

Naamit Salomon has served as a director of the Company since September 2003. She held the position of Chief Financial Officer of Formula from August 1997 until December 2009. Since January 2010, Ms. Salomon has served as a partner in an investment company. Ms. Salomon also serves as a director of Magic. From 1990 through August 1997, Ms. Salomon was a controller of two large, privately held companies in the Formula Group. Ms. Salomon holds a BA in economics and business administration from Ben Gurion University and an LL.M. from the Bar-Ilan University.

Proposed Resolutions

We are proposing that our shareholders adopt the following resolutions at the Meeting:

Required Majority

A majority of the votes cast is required for the re-election of each nominee to the Board of Directors.

Board Recommendation

The Board of Directors recommends a vote FOR each nominee to the Board of Directors.

Proposal 2

Approval of Annual Report of Management

Background

At the Meeting, the Board of Directors’ Annual Report on the management of the business of the Company for the year ended December 31, 2016 will be submitted to the shareholders pursuant to the laws of Curaçao.

Proposed Resolution

We are proposing that our shareholders adopt the following resolution at the Meeting:

“ RESOLVED, that the Board of Directors’ Annual Report on the management of the business of the Company for the year ended December 31, 2016 be, and the same hereby is, approved in all respects.”

Required Majority

A majority of the votes cast is required for the approval of the Board of Directors’ Annual Report.

Board Recommendation

The Board of Directors recommends a vote FOR the approval of the Board of Directors’ Annual Report for the year ended December 31, 2016.

Proposal 3

Approval of 2016 Annual Financial Statements

Background

At the Meeting, the Company’s Consolidated Balance Sheets as of December 31, 2016 and related Consolidated Statements of Operations (profit and loss account) and Cash Flows for the year ended December 31, 2016 will be submitted to the shareholders pursuant to the laws of Curaçao and the Articles of Association of the Company that were adopted in conformity therewith.

Proposed Resolution

We are proposing that our shareholders adopt the following resolution at the Meeting:

“ RESOLVED, that the Company’s Consolidated Balance Sheets as of December 31, 2016 and related Consolidated Statements of Operations (profit and loss account) and Cash Flows for the year ended December 31, 2016 be, and the same hereby are, approved in all respects.”

Required Majority

A majority of the votes cast is required for the approval and adoption of the financial results as set forth in such financial statements.

Board Recommendation

The Board of Directors recommends a vote FOR the approval of the Company’s financial results for the year ended December 31, 2016, as set forth in the Company’s financial statements.

Proposal 4

Discharge of Board of Directors

Background

At the Meeting, the discharge of the Board of Directors for the management of the affairs of the Company for the year ended December 31, 2016, will be submitted to the shareholders.

Proposed Resolution

We are proposing that our shareholders adopt the following resolution at the Meeting:

“ RESOLVED, that the Board of Directors be, and hereby is, discharged for the management of the affairs of the Company for the year ended December 31, 2016.”

Required Majority

A majority of the votes cast is required for the discharge of the Board of Directors for the management of the affairs of the Company.

Board Recommendation

The Board of Directors recommends a vote FOR the discharge of the Board of Directors for the management of the affairs of the Company.

Proposal 5

Appointment of Auditors

Background

Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global (“ Kost Forer ”), has been selected by the Board of Directors as our independent public accountants to audit the accounts of the Company for the year ending December 31, 2017. At the Meeting, the shareholders will be requested to approve that appointment, as well as to authorize the Board of Directors of the Company to fix Kost Forer’s remuneration in accordance with the volume and nature of its services, or to delegate to the Audit Committee of the Board of Directors to do so.

Proposed Resolution s

We are proposing that our shareholders adopt the following resolutions at the Meeting:

“ RESOLVED , that the Company’s independent auditors, Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, be, and hereby are, re-appointed as the independent auditors of the Company for the fiscal year ending December 31, 2017 and for such additional period until the next annual general meeting of shareholders”; and

“ FURTHER RESOLVED , that the Company’s Board of Directors or its Audit Committee (upon delegation by the Board of Directors) be, and hereby is, authorized to fix the remuneration of the independent auditors in accordance with the volume and nature of their services.”

Required Majority

A majority of the votes cast is required for the approval of the appointment of Kost Forer as independent public accountants to audit the accounts of the Company for the year ending December 31, 2017 and to authorize the Board of Directors of the Company to fix Kost Forer’s remuneration in accordance with the volume and nature of its services, or to delegate to the Audit Committee of the Board of Directors to do so.

Board Recommendation

The Board of Directors recommends a vote FOR the approval of the appointment of Kost Forer and the authorization of the Board of Directors to fix Kost Forer’s remuneration in accordance with the volume and nature of its services, or to delegate to the Audit Committee of the Board of Directors to do so.

Proposal 6

Dividend Distribution

Background

At the Meeting, we will seek shareholder approval for the distribution of a dividend by the Company in an amount of $0.20 per common share, or approximately $9.8 million in the aggregate (the “ Dividend ”), to be paid in cash on December 14, 2017 to all shareholders of record as of December 4, 2017.

Under Article 17.3 of our Current Articles, the Board of Directors may, at its discretion, adopt a resolution reserving the profits of the Company for distribution as a dividend to the Company’s shareholders. Actual distribution of such a dividend requires that the Board of Directors first recommend in writing to a general meeting of shareholders that such a distribution be made, and then that the general meeting of shareholders duly adopt a subsequent resolution confirming the recommendation of the Board of Directors.

Under Article 17.10 of our Current Articles, distributions to our shareholders can only be made to the extent that the Company’s equity exceeds the nominal capital of the Company. The nominal capital of the Company is the number of shares of the Company issued and outstanding multiplied by the nominal value of such shares.

On October 17, 2017, the Board of Directors determined, based on calculations provided by our management, that the Company’s equity exceeds its nominal capital by an amount that exceeds the $9.8 million aggregate amount of the Dividend. The Board of Directors therefore resolved, subject to shareholder approval at the Meeting, to distribute the Dividend on December 14, 2017 to all shareholders of record as of December 4, 2017, subject to approval by the Company’s shareholders at the Meeting on November 29, 2017. If distribution of the Dividend is not approved by the Company’s shareholders at the Meeting, it will not be paid on December 14, 2017.

If the Dividend is approved at the Meeting and distributed to the Company’s shareholders, it may be subject to withholding tax under U.S. and/or Israeli law (as applicable) at varying rates of up to 28% or 33%, respectively (depending on the tax status of the shareholder and the certification provided by the shareholder in Form W-9 or Form W-8 of the U.S. Internal Revenue Service, or in instructions provided in a valid withholding certificate issued by the Israel Tax Authority, if and as applicable).

Proposed Resolution

We are proposing that our shareholders adopt the following resolution at the Meeting:

“ RESOLVED, that the distribution by the Company of a cash dividend of $0.20 per Common Share, or approximately $9.8 million in the aggregate, to be paid in cash on December 14, 2017 to all shareholders of record of the Company as of December 4, 2017, be, and the same hereby is, approved in all respects.”

Required Majority

A majority of the votes cast is required for the approval of our distribution of the Dividend .

Board Recommendation

The Board of Directors recommends a vote FOR authorizing the Board of Directors to distribute the aforesaid Dividend.

PROPOSAL 7

Migration of LEGAL DOMICILE OF the Company from Curaçao to the Cayman Islands

Background

As described briefly in the section of this proxy statement titled “Questions and Answers About the Annual General Meeting and the Proposals”, we are currently subject to the corporate law provisions of the Curaçao Civil Code. We became subject to the Curaçao Civil Code in October 2010, when the Dutch Antilles were dissolved and our Company changed its residency from the Dutch Antilles (where we were incorporated) to the Island of Curaçao.

The Board has determined that the migration of the legal domicile of the Company to the Cayman Islands is in the best interests of our Company and its shareholders, primarily for the following reasons:

• There are significantly more public companies incorporated in the Cayman Islands than in Curacao, which in turn provides the Company with a broader basis of comparables;

• The Cayman Islands provides a company’s board of directors with broad discretion to exercise its judgment in what it deems to be in the best interests of the company and the shareholders, including more flexibility than under Curacao law with respect to structuring strategic transactions; and

• The Cayman Islands has a business friendly regulatory environment and a predictable legal framework that provides more certainty with respect to various corporate matters.

In light of the foregoing, our Board has approved and recommended that our shareholders approve the migration of the legal domicile of our Company to the Cayman Islands, as a result of which (if approved by our shareholders at the Meeting) we will incorporate as an exempted company under the Cayman Companies Law as rapidly as practicable after the Meeting.

Process of Migration

Curaçao Legal Process

If approved by our shareholders (and assuming the adoption of our amended Memorandum and Articles pursuant to Proposal 8, effective upon the migration), the migration will be carried out by way of the following process:

To the extent that a creditor or contracting party of our Company files an objection to the migration with a Curaçao court following the above-described publication, and the court determines the objection to be well-founded, the judge may determine, upon the request by that party, that (i) our Company or a third party should provide surety or security or compensation to the objecting party, or (ii) the terms of a certain contract need to be amended or such contract should be terminated, effective upon the effectiveness of the migration of the domicile of our Company. The final step in the migration process—the execution of a deed of conversion— cannot occur if (a) the objection has not been revoked, (b) the court determines that the objection is not well-founded, but the court’s decisions has not been declared provisionally enforceable, or (iii) in the event that the objection is determined to be well-founded, but we have not yet granted a surety or security.

Certain Israeli and Curacao Tax Matters

In approving the migration, our Board sought to minimize and/or eliminate adverse tax consequences for our shareholders that might potentially accompany the migration. Accordingly, our Board resolved that our Company submit a tax ruling request to the Israeli Tax Authority (the “ ITA ”), the tax authority in the jurisdiction in which we are resident for tax purposes. That tax ruling to be requested will provide that the migration will not be deemed a taxable event for our shareholders under Israeli tax law. In addition, out Company will seek approval that the migration will not be deemed a taxable event for our shareholdsers under Curacao tax law.

Our Board has determined that we will not proceed with the migration until and unless we receive the foregoing Israeli tax ruling and Curacao tax approval. While we cannot predict the speed with which that ruling and approval will be obtained, we will update our shareholders as to our progress in obtaining that tax ruling and approval and in fulfilling the foregoing logistical steps under Curaçao and Cayman law for completion of the migration.

Impact of Migration on our Company and Shareholders

Corporate Governance

Even if it is approved and completed, the migration itself will not alter any shareholder’s ownership interest in our Company. There are, however, certain changes that will be made to your rights as a shareholder as a result of our becoming subject to the Cayman Companies Law in place of Curaçao corporate law. Your rights as a shareholder of a Cayman exempted company are prescribed, in part, by the form of New Memorandum and Articles of our Company that are annexed to this proxy statement as Appendix A and that are subject to approval under Proposal 8 at the Meeting. We have summarized the material differences between Curaçao corporate law and the Cayman Companies Law in a chart set forth as Appendix B .

Tax Consequences

While the migration (if completed and subject to obtaining the tax ruling and tax approval described above) will not be deemed a taxable event under Israeli tax law and Curacao tax law, there may be various other tax consequences of the migration under the tax laws of other jurisdictions in which our shareholders reside or of which they are citizens or are otherwise subject to. Consequently, our shareholders are encouraged to consult with their tax advisors concerning the potential tax effects on them resulting from the migration of the legal domicile of our Company.

Other than the above summarized changes to our shareholders’ rights due to the shift of our Company’s corporate domicile, the migration will not result in any change in the business, location, management, assets, liabilities or net worth of our Company, nor will it result in any change in location of our Company’s employees, including our management.

Proposed Resolution

We are proposing the adoption by our shareholders of the following resolution pursuant to Proposal 7 at the Meeting:

“RESOLVED, that the migration of the legal domicile of our Company from Curaçao to the Cayman Islands, pursuant to which our Company will register by way of continuation as an exempted company under the Cayman Islands Companies Law (as revised) , and all requisite filings and/or notices by our Company related thereto, be, and hereby are, approved in all respects, subject to the Company’s completion of the legal process and receipt of the regulatory approvals described in the proxy statement with respect to the Meeting.”

Required Vote

Shareholders may vote for or against, or may abstain from voting, in connection with the Migration Proposal. Under Curaçao law, the affirmative vote of the holders of a majority of all issued and outstanding common shares of our Company (which excludes shares held in treasury) is necessary for the approval of the Migration Proposal at the Meeting.

Board Recommendation

The Board unanimously recommends a vote FOR the foregoing resolution approving the Migration Proposal.

PROPOSAL 8

Adoption of Memorandum and Articles of Association under Cayman Law

Background

As referenced above in this proxy statement, as part of (and subject to the approval and implementation of) the proposed migration of the legal domicile of our Company from Curaçao to the Cayman Islands pursuant to Proposal 7, under the Cayman Companies Law, we are required to adopt the New Memorandum and Articles for our Company, which are in a form suitable for a Cayman Islands exempted company. Further to that requirement, we are proposing that our shareholders adopt, pursuant to this Proposal 8, our New Memorandum and Articles in the form annexed to this proxy statement as Appendix A .

The New Memorandum and Articles, which have been prepared in a form suitable for a Cayman Islands exempted company and to comply with the requirements of the Cayman Companies Law, reflect various changes to our corporate governance relative to under our Current Articles, which were adopted pursuant to the corporate law provisions of the Curaçao Civil Code. Some of these changes impact the corporate governance of our Company, including your rights as a shareholder. Those changes are summarized in the comparative table set forth as Appendix B .

In addition to general differences that are attributable to distinctions between the Cayman Companies Law and the Curaçao Civil Code, and which are described in the above-referenced comparative table, our prospective New Memorandum and Articles differ from the Current Articles in other ways. We urge you to read the New Memorandum and Articles attached as Appendix A in their entirety.

Proposed Resolution

We are proposing the adoption by our shareholders of the following resolution pursuant to Proposal 8 at the Meeting:

“RESOLVED, that the proposed Memorandum and Articles of Association for our Company as a Cayman Islands exempted company, in the form annexed as Appendix A to the proxy statement, dated October 24, 2017, with respect to this Meeting, be, and hereby are, adopted and approved in all respects, subject to, and effective immediately prior to, the completion of the migration of the legal domicile of our Company from Curaçao to the Cayman Islands (i.e., immediately prior to the de-registration of the Company from the trade register in Curaçao on the date of such migration).”

Required Vote

Shareholders may vote for or against, or may abstain from voting, in connection with the Articles Proposal. Under our Current Articles, the affirmative vote of the holders of a majority of all issued and outstanding common shares of our Company (which excludes shares held in treasury) is necessary for the approval of the Articles Proposal at the Meeting.

Board Recommendation

The Board unanimously recommends a vote FOR the foregoing resolution approving the Articles Proposal.

ADDITIONAL INFORMATION

We file and furnish reports and other information with or to the SEC under the Exchange Act. You may read and copy this information at the SEC’s public reference room located at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. For further information concerning the SEC’s public reference room, you may call the SEC at 1-800-SEC-0330. Our SEC filings are also available to the public from commercial document retrieval services and at the internet world wide web site maintained by the SEC at www.sec.gov.

Our Annual Report on Form 20-F for the year ended December 31, 2016, which we filed with the SEC on April 27, 2017, contains a detailed description of our business, financial results for 2016 and various other matters. You are encouraged to read that Annual Report, a copy of which is available at www.sec.gov and at our website, www.sapiens.com. The contents of our website are not a part of this proxy statement.

OTHER MATTERS

Management knows of no other business to be transacted at the Meeting; but, if any other matters are properly presented to the Meeting, the persons named in the enclosed form of proxy will vote upon such matters in accordance with their best judgment.

Appendix A

MEMORANDUM OF ASSOCIATION

OF

Sapiens International Corporation N.V.

(the "Company")

(adopted with effect from [●] 2017)

The objects for which Company is established are unrestricted and the Company shall have full power and authority to exercise all the functions of a natural person of full capacity, including (without limitation):

The Company shall have perpetual existence.

ARTICLES OF ASSOCIATION

OF

Sapiens International Corporation N.V.

ARTICLE I

ARTICLE II

ARTICLE III

ARTICLE IV

No holder of shares of the Company shall have, as such Shareholder, any preferential or preemptive right to purchase or subscribe for any Shares or stock or any securities convertible into or exchangeable for Shares or stock which the Company may issue.

ARTICLE V

ARTICLE VI

ARTICLE VII

ARTICLE VIII

ARTICLE IX

for as much as such powers are within the authority of the entire Board of Directors or the General Meeting of Shareholders.

Two members of the Executive Committee shall constitute a quorum for the transaction of business, except that when the Executive Committee consists of one member, then one member shall constitute a quorum. Executive Committee members may, but are not required to, be Directors.

ARTICLE X

The Board of Directors may also from time to time authorize other persons, who may or may not be directors, to represent the Company, who shall have such titles and occupy such additional offices as the Board of Directors may determine.

ARTICLE XI

ARTICLE XI I

ARTICLE XIII

ARTICLE XIV

ARTICLE XV

the Company shall not be obliged to send or transfer a dividend or other amount payable in respect of such Share to such person until he notifies the Company of an address or account to be used for such purpose.

ARTICLE XVI

The fiscal year of the Company shall be the calendar year, unless determined by the Board of Directors otherwise.

ARTICLE XVII

ARTICLE XVIII

Notwithstanding any provision of Article XV, any sale or other dispositions of all or substantially all of the assets of the Company, whether for cash, property, stock or other securities of another corporation, or for any other consideration, may be made pursuant to a resolution duly adopted by the Board of Directors without requirement for any instruction or approval at a General Meeting of Shareholders.

ARTICLE XIX

ARTICLE XX

ARTICLE XXI

ARTICLE XXII

ARTICLE XXIII

but nothing in these Articles releases the estate of a deceased v, or any other successor by operation of law, from any liability in respect of any Share held by that Shareholder solely or jointly.

ARTICLE XXIV

ARTICLE XXV

Except as required by these Articles or the Companies Law, the Company:

ARTICLE XXVI

If required to do so under the laws of any jurisdiction to which the Company (or any of its service providers) is subject, or in compliance with the rules of any stock exchange on which any Shares are listed, or to ensure the compliance by any person with any anti-money laundering legislation in any relevant jurisdiction, any Director, officer or service provider (acting on behalf of the Company) shall be entitled to release or disclose any information in its possession regarding the affairs of the Company or a Shareholder, including, without limitation, any information contained in the Register or subscription documentation of the Company relating to any Shareholder.

ARTICLE XXVII

The Company may, if the Directors so determine, have a Seal. The Seal shall only be used with the authority of the Directors or a committee of the Directors established for such purpose. Every document to which the Seal is affixed shall be signed by at least one person who shall be either a Director or some officer or other person appointed by the Directors for that purpose. The Company may have for use in any place or places outside the Cayman Islands a duplicate Seal or Seals each of which shall be a facsimile of the common Seal of the Company and, if the Directors so determine, with the addition on its face of the name of every place where it is to be used.

Exhibit 99.2

SAPIENS INTERNATIONAL CORPORATION N.V.

PROXY FOR 2017 ANNUAL GENERAL MEETING OF SHAREHOLDERS

NOVEMBER 29, 2017

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY

Mr. Gregory Elias, United International Trust N.V., Mr. Roni Giladi, Mr. Ron Al Dor, or any of them with power of substitution in each, are hereby authorized to represent the undersigned at the 2017 Annual General Meeting of Shareholders of Sapiens International Corporation N.V. (the “ Company ”) to be held at the Company's registered office located at Landhuis Joonchi, Kaya Richard J. Beaujon z/n, Curaçao, on Wednesday, November 29, 2017 at 10:00 am (Curaçao time), and at any adjournments or postponements thereof, and thereat to vote, as indicated on the reverse side of this proxy card, the same number of Common Shares, par value 0.01 Euro per share, of the Company, as the undersigned would be entitled to vote if then personally present.

THE SHARES REPRESENTED BY THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED FOR THE ADOPTION OF THE PROPOSED RESOLUTIONS. THE PROXIES ARE AUTHORIZED IN THEIR DISCRETION TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE ANNUAL GENERAL MEETING, OR ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF.

(Continued and to be signed on the reverse side)

2017 ANNUAL GENERAL MEETING OF SHAREHOLDERS OF

SAPIENS INTERNATIONAL CORPORATION N.V.

NOVEMBER 29, 2017

Please sign, date and mail your proxy card in the envelope provided as soon as possible.

Please detach along perforated line before mailing .