EX-99.2 3 exhibit_99-2.htm EXHIBIT 99.2

 
Exhibit 99.2

 
 
 
 
Annual General Shareholders Meeting of
 
Annual General Shareholders Meeting
Steakholder Foods Ltd.
 
Steakholder Foods Ltd.
Date:        March 30, 2023
 
to be held March 30, 2023
                 See Voting Instruction On Reverse Side.
 
For Holders as of February 21, 2023
Please make your marks like this:  Use pen only
 
 

 
 
 
For
Against
Abstain
  
  

 
● Mark, sign and date your Voting Instruction Form.
● Detach your Voting Instruction Form.
● Return your Voting Instruction Form in the postage-paid envelope provided.
 
 
All votes must be received by 12:00 p.m. New York Time March 23, 2023.
 
 
PROXY TABULATOR FOR
STEAKHOLDER FOODS LTD.
P.O. BOX 8016
    CARY, NC 27512-9903
 
 
 
 
 
 
 
 
 

1.
to re-elect as Class I Directors of the Company:



 
a.
Mr. Eli Arad
 
b.
Mr. David Gerbi
2.
to approve our compensation policy;
     Yes No 
 
 
2a.

Please confirm that you are neither a Controlling Shareholder* nor have a Personal Interest* in the approval of resolution 2.

    For
Against
Abstain
3.
to approve the compensation payable to Mr. Yaron Kaiser, the Chairman of our Board of Directors;
 ☐
 ☐
 ☐
   


4.
to approve the compensation payable to our current and future directors;

 ☐

    Yes
No
 
  4a.
Please confirm that you are neither a Controlling Shareholder* nor have a Personal Interest* in the approval of resolution 4.
 ☐ ☐ 
 
     For  Against  Abstain
5.
to approve the compensation payable to Mr. Arik Kaufman, our Chief Executive Officer;
 ☐
 ☐
 ☐
    Yes
 No    
  5a.
Please confirm that you are neither a Controlling Shareholder* nor have a Personal Interest* in the approval of resolution 5.
 ☐
   
      For
Against
Abstain  
 
6.
to approve the 2022 Share Incentive plan; and
 ☐

 
           
7.
to approve the reappointment of Somekh Chaikin, a member of KPMG International, as our independent auditors.
 ☐

 
           
*
as defined under the Israeli Companies Law, 1999, as described in the Company’s proxy statement. If you do not mark the relevant box, to confirm whether you are a Controlling Shareholder or have a Personal Interest, your vote will not be counted.
     
 
 
 
 
 
EVENT #
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
CLIENT #

 
 
 
 
 
 Authorized Signatures - This section must be
 
 
 
 
 
 
 
 
 completed for your instructions to be executed.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Please Sign Here
 
Please Date Above
 
 
 
 
 
 
 
 
 
 
 
 
Please Sign Here
 
Please Date Above
 
  


 
 
Steakholder Foods Ltd.
 
Instructions to The Bank of New York Mellon, as Depositary
(Must be received prior to 12 p.m. EST on March 23, 2023)
 
 
 
 
 
 
 
 
 
The undersigned Holder of American Depositary Receipts (“ADRs” ) hereby acknowledges receipt of a Notice to Holders from the Depositary and hereby requests and instructs The Bank of New York Mellon, as Depositary, to endeavor, in so far as practicable, to vote or cause to be voted the number of ordinary shares or other deposited securities represented by such ADRs of Steakholder Foods Ltd. (the “Company”) registered in the name of the undersigned on the books of the Depositary as of the close of business February 21, 2023, at the Company’s Annual General Shareholders Meeting to be held on March 30, 2023, at 4:00 p.m. Israel time at the Company’s executive offices at 5 David Fikes St., Rehovot, Israel 7632805.
 
NOTE:
 
Please direct the Depositary how to vote by completing the reverse side. This voting Instruction Card, when properly executed and returned, will be a request to the Depositary to vote or cause to be voted the shares or other Deposited Securities represented by your ADRs as directed herein.
 
The Depositary shall not vote or attempt to exercise the right to vote that attaches to the shares or other Deposited Securities, other than in accordance with such instructions.

The Board of Directors recommends that you vote in favor of the proposals, which are described in the proxy statement.

(Continued and to be marked, dated and signed, on the other side)