EX-99.2 3 s110359_ex99-2.htm EXHIBIT 99.2

 

Exhibit 99.2

 

INTEC PHARMA LTD.

Hartom 12 St., Jerusalem 9777512
Tel: +972-2-586-4657
Fax: +972-2-586-9176

 

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS OF INTEC PHARMA LTD.

 

The undersigned, a shareholder of Intec Pharma Ltd. (the “Company”), an Israeli company, hereby appoints Nir Sassi and Elad Ziv, and each of them acting individually, as the attorney and proxy of the undersigned, with full power of substitution, for and in the name of the undersigned, to vote and otherwise act on behalf of the undersigned at the annual general meeting of shareholders of the Company to be held at the offices of Meitar Liquornik Geva Leshem Tal, 16 Abba Hillel Rd., Ramat Gan 5250608, Israel on Thursday, June 28, 2018, at 4:00 p.m. Israel time (9:00 a.m. Eastern time), or at any adjournment(s) or postponement(s) thereof, with respect to all of the ordinary shares, no par value, of the Company (the “Shares”) which the undersigned would be entitled to vote, with all powers the undersigned would possess if personally present, provided said proxies are authorized and directed to vote as indicated with respect to the matter set forth below this Proxy. Subject to applicable law and the rules of NASDAQ, in the absence of such instructions, the Shares represented by properly executed and received proxies will be voted “FOR” all of the proposed resolutions to be presented to the annual general meeting or any adjournment(s) or postponement(s) thereof for which the board of directors of the Company recommends a “FOR” vote, other than Proposal Nos. 4 and 5.

 

If you do not state whether you are a controlling shareholder or have personal interest, your Shares will not be voted for Proposal No. 4 and, in case Proposal No. 4 is not adopted, also for Proposal No. 5.

 

As of May 23, 2018, the Company is not aware of any controlling shareholder.

 

This proxy also delegates, to the extent permitted by applicable law, discretionary authority to vote with respect to any other business which may properly come before the annual general meeting or any adjournment(s) or postponement(s) thereof.

 

WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE AND SIGN THIS FORM OF PROXY AND MAIL THE ENTIRE PROXY PROMPTLY, ALONG WITH PROOF OF IDENTITY IN ACCORDANCE WITH THE COMPANY’S PROXY STATEMENT, IN THE ENCLOSED ENVELOPE IN ORDER TO ASSURE REPRESENTATION OF YOUR SHARES. NO POSTAGE NEED BE AFFIXED IF THE PROXY IS MAILED IN THE UNITED STATES.

 

 

 

 

Proposal No. 1 To elect Dr. Roger J. Pomerantz and Mr. William B. Hayes, and re-elect each of Dr. John W. Kozarich, Mr. Jeffrey A. Meckler, Mr. Anthony J. Maddaluna and Ms. Hila Karah to serve as a director of the Company to hold office until the close of the next annual general meeting.
   
    FOR AGAINST ABSTAIN
  I. Dr. Roger J. Pomerantz
         
  II. Mr. William B. Hayes
         
  III. Dr. John W. Kozarich
         
  IV. Mr. Jeffrey A. Meckler
         
  V. Mr. Anthony J. Maddaluna
         
  VI. Ms. Hila Karah
         
Proposal No. 2 To approve amendments to the articles of association of the Company (including the increase of the Company’s registered share capital by additional 50,000,000 ordinary shares of the Company, no par value, such that following the increase, the Company’s registered share capital will consist of 100,000,000 ordinary shares of the Company, with no par value).
   
    FOR AGAINST ABSTAIN
     
Proposal No. 3 To approve an amendment to the 2015 Incentive Compensation Plan (the “Plan”) to increase the aggregate number of ordinary shares authorized for issuance under the Plan by 1,000,000 ordinary shares.
   
    FOR AGAINST ABSTAIN
   
         
Proposal No. 4 To approve amendments to the compensation policy for the Company’s directors and officers.
   
    FOR AGAINST ABSTAIN
   
         
 

Are you a controlling shareholder in the Company, or do you have a personal interest in the approval of Proposal No. 4? (Please note: If you do not mark either Yes or No, your shares will not be voted for Proposal No. 4).

 

 
   

Yes

 

No

 
     
Proposal No. 5 To approve a new non-employee director fee scheme.
   
    FOR AGAINST ABSTAIN
   
         
  Are you a controlling shareholder in the Company, or do you have a personal interest in the approval of Proposal No. 5? (Please note: If you do not mark either Yes or No, in case Proposal No. 4 is not adopted, your shares will not be voted for Proposal No. 5).
   
   

Yes

 

No

 

 
Proposal No. 6 To approve a grant of 100,000 options to Mr. Jeffrey A. Meckler, the Chief Executive Officer of the Company.
   
    FOR AGAINST ABSTAIN
   
         
Proposal No. 7 To approve and ratify the re-appointment of Kesselman & Kesselman, Certified Public Accountant (Isr.), independent registered public accounting firm, a member of PricewaterhouseCoopers International Limited as the independent auditors of the Company for the period ending at the close of the next annual general meeting.
   
   

FOR

AGAINST

ABSTAIN

   

 

I/we plan to attend the annual general meeting.

 

 

 

 

A “controlling shareholder” is any shareholder that has the ability to direct the company’s activities (other than by means of being a director or office holder of the company), including a person who holds 25% or more of the voting rights in the general meeting of the company if there is no other person who holds more than 50% of the voting rights in the company; for the purpose of a holding, two or more persons holding voting rights in the company each of which has a personal interest in the approval of the transaction being brought for approval of the company shall be considered to be joint holders. A person is presumed to be a controlling shareholder if it holds or controls, by himself or together with others, one half or more of any one of the “means of control” of a company.

 

Means of control” is defined as any one of the following: (i) the right to vote at a general meeting of a company, or (ii) the right to appoint directors of a company or its chief executive officer.

 

A “personal interest” of a shareholder in an action or transaction of a company includes a personal interest of any of the shareholder’s relatives (i.e., spouse, brother or sister, parent, grandparent, child as well as child, brother, sister or parent of such shareholder’s spouse or the spouse of any of the above) or an interest of a company with respect to which the shareholder or the shareholder’s relative (as defined above) holds 5% or more of such company’s issued shares or voting rights, in which any such person has the right to appoint a director or the chief executive officer or in which any such person serves as director or the chief executive officer, including the personal interest of a person voting pursuant to a proxy which the proxy grantor has a personal interest, whether or not the person voting pursuant to such proxy has discretion with regards to the vote; and excludes an interest arising solely from the ownership of ordinary shares of a company.

 

Shareholders entitled to notice of and to vote at the annual general meeting or at any adjournment(s) or postponement(s) thereof shall be determined as of the close of business on May 29, 2018, the record date fixed by the board of directors of the Company for such purpose.

 

The signer hereby revokes all previous proxies given by the signer to vote at the annual general meeting or any adjournments thereof.

 

Signature _________________                                                                                        Date __________, 2018

 

Please sign exactly as your name(s) appears on the Proxy. If held in joint tenancy, the shareholder named first in the Company’s register must sign. Trustees, Administrators, etc., should include title and authority. Corporation should provide full name of corporation and title of authorized officer signing the Proxy. PLEASE BE SURE TO RETURN THE ENTIRE PROXY ALONG WITH PROOF OF IDENTITY AS DESCRIBED IN THE COMPANY’S PROXY STATEMENT.