EX-99.2 3 exhibit_99-2.htm EXHIBIT 99.2
Exhibit 99.2

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting:
The Notice and Proxy Statement is available at www.proxyvote.com.
 

 

SOL-GEL TECHNOLOGIES LTD.
Proxy for Special Meeting of Shareholders
on March 22, 2021
Solicited on Behalf of the Board of Directors

The undersigned hereby appoints Alon Seri-Levy and Gilad Mamlok, and each of them, with full power of substitution and power to act alone, as proxies to vote all the ordinary shares which the undersigned would be entitled to vote if personally present and acting at the Special Meeting of Shareholders of Sol-Gel Technologies Ltd., to be held at 4:00 PM (Israel time) on March 22, 2021 at 7 Golda Meir St., Weizmann Science Park, Ness Ziona, 7403650, Israel, and at any adjournments or postponements thereof, as follows:

This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations.

 
Continued and to be signed on reverse side
 
 
 
 

 
 
SOL-GEL TECHNOLOGIES LTD.
7 GOLDA MEIR ST., WEIZMANN SCIENCE PARK
NESS ZIONA, 7403650, ISRAEL
 
 
VOTE BY INTERNET - www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on March 21, 2021. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
 
ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.
 
 
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on March 21, 2021. Have your proxy card in hand when you call and then follow the instructions.
 
 
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
 
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

 
 

KEEP THIS PORTION FOR YOUR RECORDS
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
DETACH AND RETURN THIS PORTION ONLY

SOL-GEL TECHNOLOGIES LTD.
 
 
 
 
 
 
 
 
 
 
 
 
 
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS 1, 2 AND 3.
                          
           

                   
   1.  
To approve the re-election of each of Mr. Ran Gottfried and Mr. Jerrold S. Gattegno as an external director of the Company, each for a three-year term, subject to, and in accordance with, the Israeli Companies Law.
  
                 For Against
 Abstain
     



 
3.
  
To approve an amendment to the Compensation Policy of the Company.
   ☐ ☐ ☐
        For Against Abstain
        Yes No
 
 
 
Nominees:
               3a.
Are you a controlling shareholder (as defined in the Israeli Companies Law) or do you have a personal interest in approval of proposal 3 above? Response required for vote to be counted.
    ☐ ☐  
      1a.
Mr. Ran Gottfried
   ☐
☐ 
☐ 

   
 


                       
 

 
      1b.
Mr. Jerrold S. Gattegno
  
☐
☐
☐
            
 
           
 Yes
No
                   
       
1aa    Are you a controlling shareholder (as defined in the Israeli Companies Law) or do you have a personal interest in approval of proposal 1 above? Response required for vote to be counted.
  
☐
☐
                   
            For Against
Abstain                  
  2.  
To approve the grant of options to purchase ordinary shares of the Company to each of our external directors and other independent directors in accordance with the requirements of the Israeli Companies Law.
   ☐ ☐
☐
                 
            Yes
No                    
      2a.
Are you a controlling shareholder (as defined in the Israeli Companies Law) or do you have a personal interest in approval of proposal 2 above? Response required for vote to be counted.
   ☐ ☐                    
                             
 
Please indicate if you plan to attend this meeting.
  ☐ ☐                  
        Yes 
No
                 
                             
   
Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.
          .
 
  

 
                       
                                   
 
 
 
 
 
 
 
  Signature [PLEASE SIGN WITHIN BOX] Date   Signature (Joint Owners) Date