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SOL-GEL TECHNOLOGIES LTD.
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Date: January 23, 2024
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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 approve the re-election of Mr. Ran Gottfried and election of Mr. Yuval Yanai as external directors of the Company, each for a three-year term, subject to, and in accordance with, the
provisions of the Israeli Companies Law, 5759-1999, or the Companies Law; and
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(2)
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To approve the cash compensation and 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 Companies Law.
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(1)
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To approve the re-election of Mr. Ran Gottfried and election of Mr. Yuval Yanai as external directors of the Company, each for a three-year term, subject to, and in accordance with, the
provisions of the Israeli Companies Law, 5759-1999, or the Companies Law; and
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(2)
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To approve the cash compensation and 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 Companies Law.
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●
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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 a personal
interest that did not result from the shareholder’s relationship with the controlling shareholder) that is voted at the Meeting, excluding abstentions; or
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●
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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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•
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an employment relationship;
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•
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a business or professional relationship maintained on a regular basis;
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•
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control; and
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•
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service as an office holder, excluding service as a director in a private company prior to the first offering of its shares to the public if
such director was appointed as a director of the private company in order to serve as an external director following the initial public offering.
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•
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the majority of the shares that are voted at the meeting in favor of the election of the external director, excluding abstentions, include at
least a majority of the votes of shareholders who are not controlling shareholders and do not have a personal interest in the appointment (excluding a personal interest that did not result from the shareholder’s relationship with the
controlling shareholder); or
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•
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the total number of shares held by non-controlling shareholders or any one on their behalf that are voted against the election of the
external director does not exceed two percent (2%) of the aggregate voting rights in the company.
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his or her service for each such additional term is recommended by one or more shareholders holding at least 1% of the company’s voting rights and is approved at a shareholders meeting by a disinterested majority, where the total
number of shares held by non-controlling, disinterested shareholders voting for such reelection exceeds 2% of the aggregate voting rights in the company and subject to additional restrictions set forth in the Companies Law with respect to
the affiliation of the external director nominee;
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the external director proposed his or her own nomination, and such nomination was approved in accordance with the requirements described in the paragraph above; or
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his or her service for each such additional term is recommended by the board of directors and is approved at a meeting of shareholders by the same majority required for the initial election of an external director (as described above).
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Name
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Age
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Position
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Ran Gottfried
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79
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External Director
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Yuval Yanai
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71
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External Director
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●
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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 a personal
interest that did not result from the shareholder’s relationship with the controlling shareholder) 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 voted against the proposal does not exceed two percent (2%) of the aggregate voting rights in our Company.
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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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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 Standard Time on February 27, 2024.
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 Standard Time on February 27, 2024. 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.
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V28866-S82722 KEEP
THIS PORTION FOR YOUR RECORDS
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DETACH AND RETURN THIS PORTION ONLY
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS 1 AND 2.
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1. |
To approve the re-election of Mr. Ran Gottfried and election of Mr. Yuval Yanai as external directors
of the Company, each for a three-year term, subject to, and in accordance with, the provisions of the Israeli Companies Law, 5759-1999, or the Companies Law.
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Nominees:
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For
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Against
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Abstain
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For
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Against
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Abstain
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1a. |
Mr. Ran Gottfried
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☐ |
☐
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☐
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2. |
To approve the cash
compensation and 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 Companies Law.
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☐
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☐
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☐
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Yes |
No |
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1aa |
Are you a controlling shareholder (as defined in the Companies Law) or do you have a personal interest (excluding a personal
interest that did not result from the shareholder’s relationship with the controlling shareholder) in approval of proposal 1a above? Response required for vote
to be counted.
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Yes
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No
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☐
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☐
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2a. |
Are you a controlling
shareholder (as defined in the Companies Law) or do you have a personal interest (excluding a personal
interest that did not result from the shareholder’s relationship with the controlling shareholder) in approval of proposal 2 above? Response required for vote to be counted.
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☐
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☐
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For
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Against
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Abstain
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1b. |
Mr. Yuval Yanai
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☐
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☐
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☐
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1bb |
Are you a controlling shareholder (as defined in the Companies Law) or do you have a personal interest (excluding a personal interest that did not result from the shareholder’s relationship with the controlling shareholder) in approval of proposal 1b
above? Response required for vote to be counted.
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Yes
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No
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☐ | ☐ | ||||||||||||||||||||
Yes | No | ||||||||||||||||||||
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Please indicate if you plan to attend this meeting.
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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 (Joint Owners)
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Date |
V28867-S82722
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