ENZYMOTEC LTD.
PROXY FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 25, 2017
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby constitutes and appoints Oren Bryan and Ron Mosberg, and each of them, the true and lawful attorneys, agents and proxies of the undersigned, with full power of substitution to each of them, to represent and to vote, on behalf of the undersigned, all of the Ordinary Shares of Enzymotec Ltd. (the "Company"), held of record in the name of the undersigned at the close of business on March 16, 2017 at the Extraordinary General Meeting of Shareholders (the "Meeting") to be held at the executive offices of the Company, Sagi 2000 Industrial Area, Migdal Ha'Emek 2310001, Israel, on Tuesday, April 25, 2017 at 10:00 a.m. (Israel time), and at any and all adjournments or postponements thereof, on the following matter, which is more fully described in the Notice of Extraordinary General Meeting of Shareholders and Proxy Statement of the Company relating to the Meeting (the "Notice" and "Proxy Statement," respectively).
The undersigned acknowledges that the Notice has been published in a press release via international wire service and furnished to the Securities and Exchange Commission under cover of a Report of Foreign Private Issuer on Form 6-K in accordance with the Company's Articles of Association (as amended) and may be viewed at the following respective links: http://ir.enzymotec.com/releases.cfm and https://www.sec.gov.
This proxy, when properly executed, will be voted in the manner directed herein by the undersigned. If no direction is made with respect to the proposal, this proxy will not be voted on the proposal.
IMPORTANT NOTE: The vote under this proxy will not be counted towards the special majority required for the approval of the proposal unless the undersigned confirms that he, she or it does not have a conflict of interest in the approval of the proposal by completing the box for Proposal/Item 1A on the reverse side. If you have such a conflict of interest, you should contact the Company, in accordance with the instructions in the Proxy Statement, to vote on the proposal via a separate proxy card that is designed for a shareholder who has such a conflict of interest.
Any and all proxies heretofore given by the undersigned are hereby revoked.
(Continued and to be signed on the reverse side)
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF
ENZYMOTEC LTD.
April 25, 2017
Please date, sign and mail
your proxy card in the
envelope provided as soon
as possible.
↓Please detach along perforated line and mail in envelope.↓
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE PROPOSAL LISTED BELOW.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK
INK AS SHOWN HERE ☒
Important Instructions for Item 1A relating to the proposal: | | FOR | AGAINST | ABSTAIN |
PLEASE BE CERTAIN TO FILL IN THE BOX "FOR" PROPOSAL/ ITEM 1A OPPOSITE TO CONFIRM THAT YOU DO NOT HAVE A CONFLICT OF INTEREST IN THE APPROVAL OF THE PROPOSAL. Under the Companies Law, you cannot be counted towards the special majority required for the proposal unless you provide the foregoing important confirmation. If you actually do have a conflict of interest in the approval of the proposal, you may vote on the proposal by contacting the Company's General Counsel, Ron Mosberg, at +972-74-717-7177 or ronm@enzymotec.com, who will provide you with a proxy card that is designed for you (and in that case, you should not vote under this proxy card with respect to the proposal and should not fill in the box for Proposal/Item 1A). If you hold your shares via a broker or other nominee, please contact him, her or it, who should contact the Company as described above. | | | | |
1. Approval of the compensation of Mr. Erez Israeli, the Company's newly appointed President and Chief Executive Officer and, in connection therewith, approval of a one-time increase in the number of ordinary shares reserved for issuance under the Company's 2013 Omnibus Equity Incentive Plan. 1a. The undersigned hereby confirms that he, she or it does not have a conflict of interest (referred to as a "personal interest" under the Israeli Companies Law, as described in the Proxy Statement for the Meeting) in the approval of the proposal. | ☐ ☐ | ☐ | ☐ |
| | | | |
| To change the address on your account, please check the box at the right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. | ☐ | | | |
| Signature of shareholder | | Date | | Signature of shareholder | | Date | |
Note: | Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each owner should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by a duly authorized officer, giving full title as such. If the signer is a partnership, please sign in partnership name by authorized person. |
