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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 Time on November 10, 2025. 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 Time on November 10,
2025. 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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V79972-P38334
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" ALL PROPOSALS.
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For
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Against |
Abstain
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1. |
To appoint Kesselman & Kesselman, certified public accountants in Israel and a member of PricewaterhouseCoopers International Limited, as the Company’s independent auditors for the year 2025
and for an additional period until the following annual general meeting; and to inform the shareholders of the aggregate compensation paid to the auditors for the year ended December 31, 2024;
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| 3. |
To approve the re-appointment of Mr. Moshe Arkin, the current interim Chief Executive Officer of the Company,
Executive Chairman of the Board of Directors and the Company's controlling shareholder, to serve as the interim Chief Executive Officer of the Company for an additional term not to exceed twelve months, effective January 1,
2026, subject to and in accordance with, the provisions of the Israeli Companies Law, 5759-1999.
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| 2. | To approve the re-election of Mr. Moshe Arkin, Mr. Itai Arkin, Ms. Hanna Lerman, and
Mr. Sharon Kochan, to the Board of Directors, each for an additional one-year term until the annual general meeting to be held in 2026; |
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Abstain
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2a. |
Mr. Moshe Arkin
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2b. |
Mr. Itai Arkin
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2c. |
Ms. Hanna Lerman
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By executing this proxy card you will be deemed to confirm that you are NOT a Controlling Shareholder and
do NOT have a Personal Interest (as such terms are defined in the Proxy Statement) in the approval of Proposal 3. If you are a Controlling Shareholder or have a Personal Interest (in which case your vote will count only for or
against the ordinary majority, and not for or against the Special Majority, required for approval of Proposal 3), please notify the Company as described on the reverse side of this proxy card.
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2d. |
Mr. Sharon Kochan
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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 | ||||||||||||||||||
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V79973-P38334
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