EX-99.2 3 exhibit_99-2.htm EXHIBIT 99.2

Exhibit 99.2

 
SOL-GEL TECHNOLOGIES LTD.
7 GOLDA MEIR ST., WEIZMANN SCIENCE PARK
NESS ZIONA, 7403650, ISRAEL
 
 

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D86981-P76684
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SOL-GEL TECHNOLOGIES LTD.

 
 
 
 
 
 
 
 
 
 
 
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL PROPOSALS.

 

For

 
Against
 
Abstain
 
 
 
 
 
 
 
 
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.
 ☐


 
 

4.


To approve the grant of an award of options to Dr. Alon Seri-Levi.

For


Against

 
Abstain

 

 
 
 
 
 
 
 
 


 
 
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.

 ☐

 
 
4a.
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.
 

 Yes

No
 
   
         
For Against
 Abstain

  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.


 
 
 
Nominees:



 



 
 
5a.
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.

Yes

No
 
   
3a.   Dr. Alon Seri-Levy





 

    3b.   Mr. Moshe Arkin
     


   
3c.   Mr. Itai Arkin
3d.   Ms. Hani Lerman
 




   
3e.   Dr. Shmuel Ben Zvi
3f.    Ms. Yaffa Krindel-Sieradzki
3g.   Mr. Jonathan B. Siegel
   






   

 
 

             
                         
 
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 [PLEASE SIGN WITHIN BOX] Date    



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

 


   
D86981-P76684


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