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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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.

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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.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

 V28866-S82722                                 KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

SOL-GEL TECHNOLOGIES LTD.

 
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS 1 AND 2.
 



 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 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.
 
 

 

 

 
 
 
 
 
 
 
 
 
 
 
Nominees:
 
 
 
 
 
 
For
Against
Abstain
 
 
 
 
 
For
Against
Abstain
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 1a.
Mr. Ran Gottfried
 
 
 
 ☐
☐
☐
 
 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.
 
 
☐
☐
☐
 
                             
    
 
 
 
 
 
 
 
 
 
 
 Yes
 No
 
 
 
 
 
 
 
 
 
 
 
 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.
 


 
 
 
 
Yes
No
 
 
 
 
 
 
 
☐
☐
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 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.
 
☐
☐
 
 
 
 
 
 
 
For
Against
Abstain
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 1b.
Mr. Yuval Yanai
 
 
 
☐
☐
☐
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 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.
 
Yes
No
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
          ☐ ☐                    
                                 
          Yes No                    
                     
                      
 
Please indicate if you plan to attend this meeting.
   ☐ ☐                    
                                           
 
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    



Important Notice Regarding the Availability of Proxy Materials for the Special Meeting:
The Notice and Proxy Statement is available at www.proxyvote.com.
 
V28867-S82722         

 
SOL-GEL TECHNOLOGIES LTD.
Proxy for Special Meeting of Shareholders
on February 28, 2024
Solicited on Behalf of the Board of Directors

The undersigned hereby appoints Gilad Mamlok, and Adv. Tami Fishman Jutkowitz 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 at9:00 AM (Eastern Standard Time (4:00 p.m. Israel time)) on February 28, 2024 at the offices of Latham & Watkins,1271 Avenue of the Americas, Floor 34, New York, NY 10020, and at any adjournments or postponements thereof.

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