1. |
A copy of the Notice and Proxy Statement with respect to the Company’s Annual General Meeting of Shareholders describing the proposals to be voted upon at the meeting, the procedure for voting in person or by proxy at the meeting and
various other details related to the meeting, attached hereto as Exhibit 99.1; and
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2. |
A form of Proxy Card whereby holders of ordinary shares of the Company may vote at the meeting without attending in person, attached hereto as Exhibit 99.2.
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Exhibit No.
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Description
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PAINREFORM LTD.
By: /s/ Ilan Hadar
Ilan Hadar
Chief Executive Officer
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1. |
To approve the re-election of Prof. Eli Hazum, Dr. Ehud Geller and Efi Cohen-Arazi, to the board of directors of the Company (the “Board of Directors”), each until the next annual general meeting of
shareholders (a separate vote for each director will be taken).
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2. |
To approve the re-appointment of Kesselman & Kesselman, Certified Public Accountants (Isr.), a member firm of PricewaterhouseCoopers International Limited (the “Auditors”), as the Company’s
independent registered public accounting firm for the year ending December 31, 2022, and to authorize the Board of Directors, upon the recommendation of the Company’s audit committee, to determine the Auditors’ remuneration to be fixed in
accordance with the volume and nature of their services to the Company for such fiscal year.
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3. |
To ratify and approve the grant of options to Ilan Hadar in his capacity as the Chief Executive Officer of the Company.
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4. |
To review and discuss our financial statements for the year ended December 31, 2021 , and to transact such other business as may properly come before the meeting.
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By Order of the Board of Directors
/s/ Ilan Hadar
Ilan Hadar, Chief Executive Officer
November 25, 2022
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1. |
To re-elect Prof. Eli Hazum to the board of directors of the Company (the “Board of Directors”), for a term expiring at our next annual general meeting of shareholders.
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2. |
To re-elect Dr. Ehud Geller to our Board of Directors for a term expiring at our next annual general meeting of shareholders.
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3. |
To re-elect Efi Cohen-Arazi to our Board of Directors for a term expiring at our next annual general meeting of shareholders.
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4. |
To approve the re-appointment of Kesselman & Kesselman, Certified Public Accountants (Isr.), a member firm of PricewaterhouseCoopers International Limited (the “Auditors”), as the Company’s
independent registered public accounting firm for the year ending December 31, 2022, and to authorize the Board of Directors, upon the recommendation of the Company’s audit committee (the “Audit Committee”),
to determine the auditors’ remuneration to be fixed in accordance with the volume and nature of their services to the Company for such fiscal year.
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5. |
To ratify and approve the grant of options to Ilan Hadar in his capacity as the Chief Executive Officer (“CEO”) of the Company.
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6. |
To review and discuss our financial statements for the year ended December 31, 2021, and to transact such other business as may properly come before the meeting.
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Board Diversity Matrix (As of November 25, 2022)
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||||||||
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Total Number of Directors
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5
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Female
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Male
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Non-Binary
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Did Not Disclose Gender
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Part I: Gender Identity
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Directors
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1
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4
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-
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-
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Part II: Demographic Background
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African American or Black
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-
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-
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-
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-
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Alaskan Native or Native American
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-
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-
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-
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-
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Asian
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-
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-
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-
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-
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Hispanic or Latinx
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-
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-
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-
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-
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Native Hawaiian or Pacific Islander
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-
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-
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-
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-
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White
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1
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4
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-
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-
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Two or More Races or Ethnicities
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-
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-
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-
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-
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LGBTQ+
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0
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Did Not Disclose Demographic Background
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-
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-
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-
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-
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Year Ended
December 31, |
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2021
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Services Rendered
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(USD in thousands)
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Audit (1)
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$
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-
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Audit related services (2)
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141
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Tax
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-
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All other fees
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-
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Total
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141
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(1)
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Audit fees consist of services that would normally be provided in connection with statutory and regulatory filings or engagements, including services that generally only the independent
accountant can reasonably provide.
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(2)
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Audit related services consist of services that were reasonably related to the performance of the audit or reviews of our financial statements and not included under “Audit Fees” above,
including, principally, providing consents for registration statement filings.
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By Order of the Board of Directors
/s/ Ilan Hadar
Ilan Hadar, Chief Executive Officer
November 25, 2022
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1. |
To approve the re-election of Prof. Eli Hazum to the Board of Directors, until the next annual general meeting of shareholders, as detailed in the Proxy Statement dated November 25, 2022.
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☐
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FOR
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☐
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AGAINST
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☐
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ABSTAIN
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2. |
To approve the re-election of Dr. Ehud Geller to the Board of Directors, until the next annual general meeting of shareholders, as detailed in the Proxy Statement dated November 25, 2022.
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☐
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FOR
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☐
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AGAINST
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☐
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ABSTAIN
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3. |
To approve the re-election of Efi Cohen-Arazi to the Board of Directors, until the next annual general meeting of shareholders, as detailed in the Proxy Statement dated November 25, 2022.
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☐
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FOR
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☐
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AGAINST
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☐
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ABSTAIN
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4. |
To approve the re-appointment
of Kesselman & Kesselman, Certified Public Accountants (Isr.), a member firm of PricewaterhouseCoopers International Limited, as the Company’s registered public accounting firm for the year ending December 31, 2022 and until the Company’s next annual general meeting of
shareholders, and to authorize the audit committee to fix such accounting firm’s compensation.
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☐
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FOR
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☐
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AGAINST
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☐
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ABSTAIN
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5. |
To approve the issuance of 471,390 options to Ilan Hadar, Chief Executive Officer of the Company as described in the proxy statement.
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☐
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FOR
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☐
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AGAINST
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☐
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ABSTAIN
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5.A |
Please mark YES if you are a controlling shareholder or have a personal interest in the said resolution, as such terms are
defined in the proxy statement of the Company. Please mark NO if you are not. IF YOU DO NOT MARK ONE OF THE BOXES YOUR VOTE SHALL NOT BE COUNTED.
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☐
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YES
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☐
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NO |
☐
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YES
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☐
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NO
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Date: ________, 2022
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Date_________, 2022
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SIGNATURE
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SIGNATURE
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