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SOL-GEL TECHNOLOGIES LTD.
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Date: May 19, 2022
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By:
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/s/ Gilad Mamlok
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Gilad Mamlok
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Chief Financial Officer
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(1)
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To appoint Kesselman & Kesselman, certified public accountants in Israel and a member of PricewaterhouseCoopers International Limited, as the Company’s independent auditors for the year
2022 and for an additional period until the following annual general meeting; and to inform the shareholders of the aggregate compensation paid to the auditors for the year ended December 31, 2021;
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(2)
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To approve an amendment to the Company's Amended and Restated Articles of Association to provide that all Company directors will be elected or re-elected every year rather than every three
years, except in the case of external directors whose terms of office are governed by the Israeli Companies Law;
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(3)
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To approve the re-election of Mr. Alon Seri-Levy, Mr. Moshe Arkin, Mr. Itai Arkin Ms. Hani Lerman, Mr. Shmuel Ben Zvi, Ms. Yaffa Krindel-Sieradzki and Mr. Jonathan B. Siegel to the board of
directors of the Company (the "Board of Directors"), each for an additional one-year term until the annual general meeting to be held in 2023;
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(4)
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To approve the grant of an award of options to Dr. Alon Seri-Levi; and
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(5)
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To approve an amended Compensation Policy for a period of three years.
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(1)
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To appoint Kesselman & Kesselman, certified public accountants in Israel and a member of PricewaterhouseCoopers International Limited, as the Company’s independent auditors for the year
2022 and for an additional period until the following annual general meeting; and to inform the shareholders of the aggregate compensation paid to the auditors for the year ended December 31, 2021;
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(2)
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To approve an amendment to the Company's Amended and Restated Articles of Association to provide that all Company directors will be elected or re-elected every year rather than every three
years, except in the case of external directors whose terms of office are governed by the Israeli Companies Law;
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(3)
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To approve the re-election of Mr. Alon Seri-Levy, Mr. Moshe Arkin, Mr. Itai Arkin, Ms. Hani Lerman, Mr. Shmuel Ben Zvi, Ms. Yaffa Krindel-Sieradzki and Mr. Jonathan B. Siegel to the Board,
each for an additional three-year term until the annual general meeting to be held in 2023;
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(4)
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To approve the grant of an award of options to Dr. Alon Seri-Levi; and
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(5)
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To approve an amended Compensation Policy for a period of three years.
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approval by a majority of the votes of shareholders who are not controlling shareholders and who do not have a personal interest in the approval of the proposal, excluding abstentions; or
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the total number of shares held by non-controlling shareholders or anyone on their behalf who do not have a personal interest in the proposal (as described in the previous bullet point)
that is voted against the proposal does not exceed two percent (2%) of the aggregate voting rights in our Company.
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“RESOLVED, to approve an amendment to the Company's Articles of Association to provide that all Company directors will be elected or re-elected every year rather than every three years, other than external directors whose term of office is governed by the Israeli Companies Law.”
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Name
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Age
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Position
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Alon Seri-Levy
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60
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Chief Executive Officer and Director
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Moshe Arkin
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69
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Executive Chairman of the Board of Directors
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Itai Arkin
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33
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Director
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Hani Lerman
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49
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Director
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Shmuel Ben Zvi
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62
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Independent Director
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Yaffa Krindel-Sieradzki
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67
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Independent Director
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Jonathan B. Siegal
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49
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Independent Director
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The current Compensation Policy does not provide a maximum base salary for the executive officers. The Amended Compensation Policy provides for the following maximum base salaries: (i) for a Company CEO resident in Israel, a maximum
monthly base salary not exceeding NIS 120,000 and total fixed and variable compensation (including equity based compensation) not to exceed NIS 5 million per year; (ii) for Company executive officers (other than Board of Directors member
or CEO) resident in Israel, a monthly base salary not exceeding NIS 90,000; (iii) for a Company CEO resident in the U.S. or another location outside of Israel, such base salary as shall be determined by the shareholders pursuant to
applicable law; and (iv) for Company executive officers (other than Board of Directors member or CEO) resident in the U.S. or another location outside of Israel, an annual base salary not exceeding USD 400,000, in each case subject to
increases in the consumer price index in the relevant jurisdiction in which the executive resides. For purposes of calculating the maximum fixed and variable compensation each year, the value of any equity award will be allocated equally
over the number of years during which such equity award vests.
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Providing for a cap on the aggregate amount of special bonuses and any discretionary bonus paid in any year to any executive officer of twelve (12) monthly salaries. The Compensation Committee and Board determined that the existing
separate cap for signing bonus should be kept as is due to the need at times to pay a signing bonus to encourage a talented executive to join the Company from another employer and at times to compensation him/her for any bonus such
executive would forfeit from his/her existing employer to join the Company.
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Increasing the minimum vesting period of equity awards granted to executive officers from two years to three years.
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Providing that the first tranche of all equity awards granted to executives may not vest and become exercisable prior to the first anniversary of the date of grant.
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Increasing the cap in director cash compensation.
Because the company’s main market is the U.S. and its ordinary shares are traded on Nasdaq, the company competes for directors
against other U.S. publicly traded companies. The increased cap in director cash compensation would give the company additional flexibility in paying competitive director compensation in order to retain and attract directors.
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Providing that equity based-compensation granted to directors shall not exceed 50% of the total cash compensation paid to the
directors.
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Providing that the determination of the fair value of a grant shall be made on the date of approval by the Board rather than on the date of grant. For equity awards subject to shareholder approval, the Company is currently not able to
determine the fair value of such equity awards in advance of the shareholder meeting to approve the grant, which makes it difficult for the Board to determine in advance if a grant of equity complies with the Compensation Policy. The
proposed change is intended to address this by enabling the Board to determine fair value at the time it approves the equity grants.
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Providing for a cap on the adjustment period/retirement bonus and advance notice period to twelve (12) monthly salaries.
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approval by a majority of the votes of shareholders who are not controlling shareholders and who do not have a personal interest in the approval of the proposal that is voted at the
Meeting, excluding abstentions; or
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the total number of shares held by non-controlling shareholders or anyone on their behalf who do not have a personal interest in the proposal (as described in the previous bullet point)
that is voted against the proposal does not exceed two percent (2%) of the aggregate voting rights in our Company.
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Name: ________________________
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Signature: ______________________
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1. |
Introduction
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2. |
Objectives
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2.1. |
To closely align the interests of the Executive Officers with those of Sol-Gel's shareholders in order to enhance shareholder value;
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2.2. |
To provide the Executive Officers with a structured compensation package, while creating a balance between the fixed components, i.e., the base salaries and benefits, and the variable
compensation, such as bonuses and equity-based compensation in order to minimize potential conflicts between the interests of Executive Officers and those of Sol-Gel;
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2.3. |
To strengthen the retention and the motivation of Executive Officers in the short and long term.
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2.4. |
This Compensation Policy was prepared taking into account the Company's nature, size and business and financial characteristics.
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3. |
Compensation structure and instruments
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Base salary;
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Benefits and perquisites;
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Cash bonuses (short-to-medium term incentive);
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Equity based compensation (medium-to-long term incentive); and
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Retirement and termination of service arrangements payments.
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4. |
Overall Compensation - Ratio Between Fixed and Variable Compensation
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5. |
Intra-Company Compensation Ratio
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6. |
Base Salary
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6.1. |
The Base Salary varies between Executive Officers, is individually determined by the Company (subject to the approvals of the Compensation Committee and the Board, and with respect to the CEO, also the Company's general meeting of
shareholders) and may be considered and adjusted by the Company (subject to the approvals of the abovementioned organs) on a periodically basis, according to, among others, the educational
background, prior vocational experience, expertise and qualifications, role, business authorities and responsibilities, past performance and previous compensation arrangements of such Executive Officer, as well as the Company's
financial state and cash position and any requirements or restrictions prescribed by any applicable legislation, from time to time. When determining the Base Salary, the Company may also decide to consider, at the sole discretion of the
Compensation Committee and the Board and as required, the prevailing pay levels in the relevant market, Base Salary and the total compensation package of comparable Executive Officers in the Company, the proportion between the Executive
Officer's compensation package and the salaries of other employees in the Company and specifically the median and average salaries and the effect of such proportions on the work relations in the Company.
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1 |
Based on the fair value on the date of grant, calculated annually, on a linear basis.
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6.2. |
Position: Company CEO in Israel
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6.3. |
The monthly Base Salary for the Company CEO resident is Israel shall not exceed NIS 120,000 for a full time position. The
total fixed and variable compensation (including equity based compensation) payable to the Company CEO shall not exceed NIS 5 million per year. Such maximum amounts may be increased from time to time based on increases in the Israeli
Consumer Price Index from the date of approval of this Policy. For purposes of calculating the total fixed and variable compensation payable to the
Company CEO each year, the value of any equity award granted to the Company CEO determined on the date of Board approval will be allocated equally
over the number of years during which such equity award vests.
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6.4. |
Position: Executive Officers in Israel (other than Board member or CEO)
The monthly Base Salary for Executive Officers (other than Board member or CEO) resident in Israel shall not exceed NIS 90,000 for a full time position. Such maximum
amount may be increased from time to time based on increases in the Israeli Consumer Price Index from the date of approval of this Policy.
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6.5. |
Position: Company CEO in the U.S. or other location outside of Israel
The annual Base Salary for the Company CEO resident in the U.S. or another location outside of Israel shall be determined by the shareholders pursuant to applicable
law.
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6.6. |
Position: Officers in the U.S. or other location outside of Israel (other than Board member or CEO)
The annual Base Salary for the Executive Officers (other than Board member or CEO) resident in the U.S. or other location outside of Israel shall not exceed USD
400,000 for a full time position. Such amount may be linked to increases in the Consumer Price Index in the U.S. (or in such other location, as the case may be) from the date of approval of this Policy.
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7. |
Benefits
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7.1. |
In addition to the Base Salary, the following benefits may be granted to the Executive Officers (subject to the approvals of the Compensation Committee and the Board, and with respect to the CEO- also the Company's general meeting pf
shareholders), in order, among other things, to comply with legal requirements. It shall be clarified, that the list below is an open list and Sol-Gel (subject to the abovementioned required approvals) may grant to its Executive Officers
other similar, comparable or customary benefits, subject to the applicable law. In addition, Executive Officers employed outside of Israel may receive other similar, comparable or customary benefits as applicable in the relevant
jurisdiction in which they are employed.
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Vacation days in accordance with market practice and the applicable law, up to a cap of 30 days per annum;
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Sick days in accordance with market practice and the applicable law; However, the Company may decide to cover sick days from the first day;
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Convalescence pay according to the applicable law;
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Medical Insurance in accordance with market practice and the applicable law;
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With respect to Executive Officers employed in Israel: monthly remuneration for a study fund ("Keren Hishtalmut"), as allowed by applicable tax law and with reference to Sol-Gel’s practice and common market practice;
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Pension and savings – according to local market practices and legislation;
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Disability insurance – the Company may purchase disability insurance, according to applicable legislation.
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7.2. |
Sol-Gel may offer additional benefits to its Executive Officers, including but not limited to: communication, company car and travel benefits, insurances and other benefits (such as newspaper
subscriptions, academic and professional studies), etc., including their gross up.
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7.3. |
Sol-Gel may reimburse its Executive Officers for reasonable work-related expenses incurred as part of their activities, including without limitations, meeting participation expenses, reimbursement of business travel, including a daily
stipend when traveling and accommodation expenses. Sol-Gel may provide advance payments to its Executive Officers in connection with work-related expenses.
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8. |
Signing Bonus
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9. |
Annual Bonuses
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9.1. |
The annual bonus that may be paid to the Executive Officers for any fiscal year shall not exceed twelve (12) monthly Base Salaries to the CEO, and six (6) monthly Base Salaries to any other Executive Officer.
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9.2. |
CEO
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Position
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Company/Individual
Performance Measures |
Company's Discretion
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CEO
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75%-100%
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0%-25%
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9.3. |
Other Executive Officers (Excluding CEO and Directors)
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10. |
Special Bonuses
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11. |
Additional Provisions Relating to Cash Bonuses
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11.1. |
Pro Rata Payment
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11.2. |
Compensation Recovery ("Clawback")
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11.2.2. |
In the event of an accounting restatement, Sol-Gel shall be entitled to recover from its Executive Officers the bonus compensation in the amount in which such bonus exceeded what would have been paid under the financial statements, as
restated ("Compensation Recovery"), provided that a claim is made by Sol-Gel prior to the third anniversary of fiscal year end of the restated financial statements.
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11.2.3. |
Notwithstanding the aforesaid, the Compensation Recovery will not be triggered in the following events:
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The financial restatement is required due to changes in the applicable financial reporting standards; or
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The Company (subject to any required approval by the applicable law) has determined that clawback proceedings in the specific case would be impossible, impractical or not commercially or legally efficient; or
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The amount to be paid under the clawback proceedings is less than 10% of the relevant bonus received by the Executive Officer.
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11.2.4. |
It shall be clarified, that Sol-Gel shall not be entitled to Compensation Recovery with respect to equity-based compensation granted to its Executive Officers.
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11.3. |
Reduction or Postponement
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12. |
General and Objectives
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12.1. |
The Company (subject to the approvals of the Compensation Committee and the Board, and with respect to the Company's directors and CEO- also the Company's general meeting of shareholders) may grant from time to time equity-based
compensation which will be individually determined and awarded according to, inter alia, the performance, educational background, prior business experience, qualifications, role and the personal
responsibilities of the Executive Officer. Equity-based compensation may also be awarded to the Company's directors, including, for the avoidance of doubt, the Executive Chairman, provided that such directors do not also serve as officers
in the Company.
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12.2. |
The main objectives of the equity-based compensation is to enhance the alignment between the Executive Officers' and directors' interests with the long term interests of Sol-Gel and its shareholders, and to strengthen the retention and
the motivation of Executive Officers in the medium-to-long term. In addition, since equity-based awards are structured to vest over several years, their incentive value to recipients is aligned with longer-term strategic plans.
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12.3. |
The equity based compensation offered by Sol-Gel is intended to be in a form of options exercisable into shares, restricted shares and/or other equity based awards, such as restricted share units (RSUs), in accordance with the
Company's incentive plan in place as may be updated from time to time.2
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13. |
Fair Market Value
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14. |
Taxation Regime
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2 |
The equity based compensation is based on the fair value on the date of
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3 |
Calculated annually, on a linear basis.
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15. |
Exercise Period
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16. |
Vesting
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17. |
For details regarding ceilings with respect to director's equity-based compensation see section 29 below.
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18. |
General
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19. |
Advanced Notice Period
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19.1. |
Sol-Gel (subject to the approvals of the Compensation Committee and the Board, and with respect to the CEO- also the Company's general meeting of shareholders) may provide each Executive Officer (excluding directors), pursuant to an
Executive Officer's employment agreement and according to the Company's decision per each case, a prior notice of termination of up to six (6) months, except for the CEO whose prior notice may be of up to twelve (12) months (the "Advance Notice Period"). During the Advance Notice Period, the Executive Officer may be entitled to all of the compensation elements, and to the continuation of vesting of his/her options, restricted
shares, RSUs and/or any other equity based awards.
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19.2. |
During the Advance Notice Period, an Executive Officer will be required to keep performing his/her duties pursuant to his/her agreement with the Company, unless the Company (subject to the approvals of the Compensation Committee and
the Board, and with respect to the CEO- also the Company's general meeting of shareholders) has waived the Executive Officer’s services to the Company during the Advance Notice Period and pay the amount payable in lieu of notice, plus the
value of benefits.
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19.3. |
In the event of a change of control in the Company, the Company (subject to the approvals of the Compensation Committee and the Board, and with respect to the CEO- also the Company's general meeting of shareholders) may decide to
extend the Advance Notice Period as provided in section 19.1 above (and the compensation paid for such Advance Notice Period, accordingly) to up to two times the original Advance Notice Period of the Executive Officer, in accordance with
the applicable law as of that time.
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20. |
Adjustment Period/Retirement Bonus
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21. |
Additional Retirement and Termination Benefits
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22. |
Exemption
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23. |
Indemnification
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24. |
Insurance
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24.1. |
Sol-Gel (subject to the approvals of the Compensation Committee and the Board, and with respect to the Company's directors and CEO- also the Company's general meeting of shareholders) will provide "Directors’ and Officers’ Liability
Insurance" (the "Insurance Policy"), as well as a "run off" insurance policy for its Executive Officers as follows:
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The annual premium to be paid by Sol-Gel shall not exceed $1.5 million of the aggregate coverage of the Insurance Policy;
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The limit of liability of the insurer shall be up to $75 million per event and in the aggregate in the insurance period.
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The deductible amount per each claim shall not exceed $5 million.
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The Insurance Policy, as well as the limit of liability and the premium for each extension or renewal shall be approved by the Company, which shall determine (subject to the approvals of the Compensation Committee and the Board, and
with respect to the Company's directors and CEO- also the Company's general meeting of shareholders) that the sums are reasonable considering Sol-Gel's exposures, the scope of coverage and the market conditions and that the Insurance
Policy reflects the current market conditions, and it shall not materially affect the Company's profitability, assets or liabilities.
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The policy will also cover the liability of the controlling shareholders due to their positions as Executive Officers in the Company, from time to time, provided that the coverage terms in this respect do not exceed those of the other
Executive Officers in the Company.
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25. |
The following benefits may be granted to the Executive Officers in addition to the benefits applicable in the case of any retirement or termination of service upon a "Change of Control" following of which the employment of the
Executive Officer is terminated or adversely adjusted in a material way:
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25.1. |
Vesting acceleration of outstanding options, restricted shares, restricted share units (RSUs) and/or other equity based awards.
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25.2. |
Extension of the exercising period of options, restricted shares, restricted share units (RSUs) and/or other equity based awards for Sol-Gel’s Executive Officers for a period of up to five (5) years, following the date of termination
of employment.
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25.3. |
An Advance Notice Period, in accordance with section 19.3 above.
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25.4. |
An Adjustment period/retirement bonus in accordance with section 20 above, of up to twelve (12) months of Employment Cost.
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26. |
The compensation of the Company's directors shall be in accordance with the amounts provided in the Companies Regulations (Rules Regarding the Compensation and Expenses of an External Director) of 2000, as amended by the Companies
Regulations (Relief for Public Companies Traded in Stock Exchange Outside of Israel) of 2000, as such regulations may be amended from time to time, or in accordance with section 27 below, subject to any required approvals by the
applicable law.
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27. |
The compensation of the Company's directors (including external directors and independent directors) shall not exceed the following:
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27.1. |
Base payment of
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27.2. |
Chairman of the Board- an additional amount of
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27.3. |
Committee Chairman- an additional amount of
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27.4. |
Committee member- an additional amount of
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28. |
Following June 23, 2023, the maximum compensation of the Company's directors (including external directors and independent
directors) will increase by 15% and shall not exceed the following:
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28.1.
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Base payment of $67,275 per year (the "Base Payment");
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28.2.
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Chairman of the Board- an additional amount of $37,375 per year to the Base Payment;
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28.3.
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Committee Chairman- an additional amount of $14,950 per year to the Base Payment; and
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28.4.
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Committee member- an additional amount of $7,475 per year to the Base Payment.
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29. |
In addition, the Company may engage with its directors (excluding external and independent directors) for the receipt of consulting services and/or other special services, for a consideration of up to $1,000
per day, plus reasonable expense reimbursement. Such compensation shall be paid for a maximum of 6 days per year for each director.
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30. |
Directors may be granted equity-based compensation in accordance with the applicable principles detailed in section D of this Policy, and subject to the provisions of the Companies Law and the regulations thereunder.4
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31. |
Equity based-compensation granted to the Company's directors shall not exceed 50% of the total cash compensation paid to the Company’s directors pursuant to Section 27.5
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32. |
Sol-Gel's external and independent directors may be entitled to reimbursement of expenses in accordance with the Companies Law and the regulations thereunder.
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33. |
This Policy is designed solely for the benefit of Sol-Gel. Nothing in this Compensation Policy shall be deemed to grant any of Sol-Gel’s Executive Officers or employees or any third party any right or privilege in connection with their
employment by the Company and their compensation thereof. Such rights and privileges, to which Executive Officers or employees serving in the Company or that will serve in the Company in the future, are entitled for, shall be governed by
the respective personal employment agreements.
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34. |
This Policy is subject to applicable law and is not intended, and should not be interpreted as limiting or derogating from, provisions of applicable law to the extent not permitted, nor should it be interpreted as limiting or
derogating from the Company’s Articles of Association.
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4 |
The equity based compensation is based on the fair value on the date of
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5 |
Based on the fair value on the date of grant, calculated annually, on a linear basis.
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35. |
This Policy is not intended to affect current agreements nor affect obligating customs (if applicable) between the Company and its Executive Officers as such may exist prior to the approval of this Compensation Policy, subject to any
applicable law.
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36. |
In the event of amendments made to the Companies Law or any regulations promulgated thereunder providing relief in connection with Sol-Gel’s compensation to its Executive Officers, Sol-Gel may elect to act pursuant to such relief
without regard to any contradiction with this Policy.
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37. |
The Company (subject to any required approvals by the applicable law) may determine that none or only part of the payments, benefits and perquisites shall be granted, and is authorized to cancel or suspend a compensation package or
part of it.
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38. |
An immaterial change in the terms of office of Executive Officers (excluding directors, a controlling shareholder or a controlling shareholder's relative) during the term of this Compensation Policy, will be subject to the approval of
the Company's CEO only (changes in the terms of office of the CEO shall be approved in accordance with the Companies Law). An immaterial change in this matter shall be deemed to be a change that does not exceed 5% of the annual Employment
Cost with respect to the employment of such an Executive Officer in the Company, subject to the conditions prescribed in this Compensation Policy.
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39. |
It should be clarified, that the compensation components detailed in this Policy do not relate to various components that the Company may provide to all or part of its employees and/or its Executive Officers, such as: parking spaces,
entry permits for its assets, reimbursement for meals and accommodation expenses, vacations, company events, etc.
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SOL-GEL TECHNOLOGIES LTD.
7 GOLDA MEIR ST., WEIZMANN SCIENCE PARK
NESS ZIONA, 7403650, ISRAEL
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VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above
Use the Internet to transmit your voting instructions and for electronic delivery of
information up until 11:59 p.m. Eastern Time on June 22, 2022. Follow the instructions
to obtain your records and to create an electronic voting instruction form.
ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
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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
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VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until
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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.
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D86981-P76684
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KEEP THIS PORTION FOR YOUR RECORDS
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DETACH AND RETURN THIS PORTION ONLY |
SOL-GEL TECHNOLOGIES LTD.
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL PROPOSALS.
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For
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Against
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Abstain
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1. |
To appoint Kesselman & Kesselman, certified public accountants in Israel and a member of PricewaterhouseCoopers International Limited, as
the Company’s independent auditors for the year 2022 and for an additional period until the following annual general meeting.
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☐
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☐
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☐
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4.
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To approve the grant of an award of options to Dr. Alon Seri-Levi.
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For
☐
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Against ☐
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Abstain
☐
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2. |
To approve an amendment to the Company's Amended and Restated Articles of Association to provide that all Company directors will be elected or
re-elected every year rather than every three years, except in the case of external directors whose term of office is governed by the Israeli Companies Law.
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☐
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☐
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☐
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4a.
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Are you a controlling shareholder or do you have a personal interest in approval of proposal 4 above? Response
required for vote to be counted.
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☐
Yes
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☐
No
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For | Against |
Abstain
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3. | To approve the re-election of directors for an additional one-year term until the annual general meeting to be held in 2023. | 5. |
To approve an amended Compensation Policy for a period of three years.
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☐ | ☐ |
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Nominees:
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5a.
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Are you a controlling shareholder or do you have a personal interest in approval of proposal 5 above? Response required for vote to be counted.
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☐
Yes
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☐
No
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3a. Dr. Alon Seri-Levy
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☐ | ☐ |
☐
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3b. Mr. Moshe Arkin | ☐ | ☐ |
☐
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3c. Mr. Itai Arkin
3d. Ms. Hani Lerman
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☐
☐
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☐
☐
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☐
☐
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3e. Dr. Shmuel Ben Zvi
3f. Ms. Yaffa Krindel-Sieradzki
3g. Mr. Jonathan B. Siegel
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☐
☐
☐
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☐
☐
☐
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☐
☐
☐
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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.
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Signature [PLEASE SIGN WITHIN BOX]
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Date
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Signature [PLEASE SIGN WITHIN BOX] | Date |
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D86981-P76684
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SOL-GEL TECHNOLOGIES LTD.
Proxy for Annual Meeting of Shareholders
on June 23, 2022
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 an acting at the Annual Meeting of Shareholders of Sol-Gel Technologies Ltd., to be held at 4:00 PM (Israel time) on June 23, 2022 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
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