zk1414871.htm

Important Notice of Availability of Proxy Materials for the Stockholder Meeting of

INTEGRITY APPLICATIONS, INC.

(the “Company”)

To Be Held On:

JULY 8, 2014 at 4:00 p.m., local time (9:00 a.m., EDT),

at the Company’s offices located at

102 Ha’Avoda Street, Ashkelon, Israel L3 78100

COMPANY NUMBER
ACCOUNT NUMBER
CONTROL NUMBER

This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting.

If you want to receive a paper or e-mail copy of the proxy materials you must request one. There is no charge to you for requesting a copy. To facilitate timely delivery please make the request as instructed below before 6/24/14.

Please visit http://www.astproxyportal.com/ast/16881/, where the following materials are available for view:

		• Notice of Annual Meeting of Stockholders • Proxy Statement • Form of Electronic Proxy Card • Annual Report on Form 10-K
TO REQUEST MATERIAL:		TELEPHONE: 888-Proxy-NA (888-776-9962) 718-921-8562 (for international callers) E-MAIL: info@amstock.com
		WEBSITE: http://www.amstock.com/proxyservices/requestmaterials.asp

TO VOTE:		ONLINE: To access your online proxy card, please visit www.voteproxy.com and follow the on-screen instructions or scan the QR code with your smartphone. You may enter your voting instructions at www.voteproxy.com up until 11:59 PM Eastern Time the day before the cut-off or meeting date. IN PERSON: You may vote your shares in person by attending the Annual Meeting.
		TELEPHONE: To vote by telephone, please visit https://secure.amstock.com/voteproxy/login2.asp to view the materials and to obtain the toll free number to call. MAIL: You may request a card by following the instructions above.

Proposal 1. Election of Directors:	Proposal 2. Ratification of the appointment of Fahn Kanne & Co. Grant Thornton Israel LLP as the Company’s independent registered public accounting firm for the 2014 fiscal year.
Nominees (Term to expire 2015)
NOMINEES:
Zvi Cohen Dr. Israel B. Ehrlich Robert Fischell Avner Gal David Malka	The undersigned hereby acknowledges receipt of the Notice of 2104 Annual Meeting of Stockholders, the Proxy Statement and the 2014 Annual Report to Stockholders furnished herewith.
Please note that you cannot use this notice to vote by mail.

ANNUAL MEETING OF STOCKHOLDERS OF

INTEGRITY APPLICATIONS, INC.

JULY 8, 2014

GO GREEN

e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.amstock.com to enjoy online access.

NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL:

The Notice of Meeting, proxy statement and proxy card

are available at – http://www.astproxyportal.com/ast/16881/

Please sign, date and mail

your proxy card in the

envelope provided as soon

as possible.

↓ Please detach along perforated line and mail in the envelope provided. ↓

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF DIRECTORS AND "FOR" PROPOSAL 2.

PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x

1. Election of Directors:						FOR	AGAINST	ABSTAIN
o	FOR ALL NOMINEES	NOMINEES:		2.	RATIFICATION OF THE APPOINTMENT OF FAHN KANNE & CO. GRANT THORNTON ISRAEL LLP AS INTEGRITY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2014 FISCAL YEAR.	o	o	o
o	WITHHOLD AUTHORITY FOR ALL NOMINEES	O Zvi Cohen O Israel B. Ehrlich
o	FOR ALL EXCEPT (See instructions below)	O Dr. Robert Fischell O Avner Gal O David Malka			In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Annual Meeting. This proxy when properly executed will be voted as directed herein by the undersigned stockholder. If no direction is made, this proxy will be voted FOR ALL NOMINEES in Proposal 1 and FOR Proposal 2.
INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT” and fill in the circle next to each nominee you wish to withhold, as shown here: ●

To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method.			o		MARK “X” HERE IF YOU PLAN TO ATTEND THE MEETING.	o

Signature of Stockholder

Date:

Signature of Stockholder

Date:

Note:

Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.

INTEGRITY APPLICATIONS, INC.

Proxy for Annual Meeting of Stockholders on July 8, 2014

Solicited on Behalf of the Board of Directors

The undersigned hereby constitutes and appoints Avner Gal and Eran Hertz (the “Proxies”), or any one of them, each with full power of substitution, attorneys and proxies for the undersigned, to vote all shares of common stock and preferred stock, as the case may be, of Integrity Applications, Inc. (“Integrity”) that the undersigned would be entitled to vote at the 2014 Annual Meeting of Stockholders to be held at Integrity’s offices located at 102 Ha’Avoda Street, Ashkelon, Israel L3 78100, or any adjournments or postponements thereof, on all matters properly coming before the Annual Meeting, including, but not limited to, the matters stated on the reverse side.

(Continued and to be signed on the reverse side.)

ANNUAL MEETING OF STOCKHOLDERS OF

INTEGRITY APPLICATIONS, INC.

June 8, 2014

PROXY VOTING INSTRUCTIONS

INTERNET - Access “www.voteproxy.com” and follow the on-screen instructions or scan the QR code with your smartphone. Have your proxy card available when you access the web page.
TELEPHONE - Call toll-free 1-800-PROXIES (1-800-776-9437) in the United States or 1-718-921-8500 from foreign countries from any touch-tone telephone and follow the instructions. Have your proxy card available when you call.
Vote online/phone until 11:59 PM EST the day before the meeting.
MAIL - Sign, date and mail your proxy card in the envelope provided as soon as possible.		COMPANY NUMBER
IN PERSON - You may vote your shares in person by attending the Annual Meeting.		ACCOUNT NUMBER
GO GREEN - e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.amstock.com to enjoy online access.

NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL: The Notice of Meeting, proxy statement and proxy card are available at – http://www.astproxyportal.com/ast/16881/

↓ Please detach along perforated line and mail in the envelope provided IF you are not voting via telephone or the Internet. ↓

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF DIRECTORS AND "FOR" PROPOSAL 2.

PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x

1. Election of Directors:						FOR	AGAINST	ABSTAIN
o	FOR ALL NOMINEES	NOMINEES:		2.	RATIFICATION OF THE APPOINTMENT OF FAHN KANNE & CO. GRANT THORNTON ISRAEL LLP AS INTEGRITY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2014 FISCAL YEAR.	o	o	o
o	WITHHOLD AUTHORITY FOR ALL NOMINEES	O Zvi Cohen O Israel B. Ehrlich
o	FOR ALL EXCEPT (See instructions below)	O Dr. Robert Fischell O Avner Gal O David Malka			In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Annual Meeting. This proxy when properly executed will be voted as directed herein by the undersigned stockholder. If no direction is made, this proxy will be voted FOR ALL NOMINEES in Proposal 1 and FOR Proposal 2.
INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT” and fill in the circle next to each nominee you wish to withhold, as shown here: ●

To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method.			o		MARK “X” HERE IF YOU PLAN TO ATTEND THE MEETING.	o

Signature of Stockholder

Date:

Signature of Stockholder

Date:

Note:

£	Preliminary Proxy Statement
£	Confidential, for Use of the Commission only (as permitted by Rule 14a-6(e)(2))
£	Definitive Proxy Statement
R	Definitive Additional Materials
£	Soliciting Material Pursuant to Rule 14a-12

R	No fee required
o	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	1)	Title of each class of securities to which transaction applies:
	2)	Aggregate number of securities to which transaction applies:
	3)	Per unit price of other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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o	Fee paid previously with preliminary materials.
o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing:

	1)	Amount Previously Paid:
	2)	Form, Schedule or Registration Statement No.:
	3)	Filing Party:
	4)	Date Filed: