Exhibit 99.2
MACROCURE LTD.
PROXY FOR A SPECIAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON DECEMBER 30, 2014
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby constitutes and appoints Asher Shamir and Jonathan M. Nathan, 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 Macrocure Ltd. (the “Company”), held of record in the name of the undersigned at the close of business on Monday, December 1, 2014, at a Special General Meeting of Shareholders (the “Meeting”) to be held at the executive offices of the Company, 25 Hasivim Street, Petach Tikva 4959383, Israel, on Tuesday, December 30, 2014 at 3:00 p.m. (Israel time), and at any and all adjournments or postponements thereof, on the following matters, which are more fully described in the Notice of Special General Meeting of Shareholders of the Company and Proxy Statement relating to the Meeting.
The undersigned acknowledges receipt of the Notice of Special General Meeting of Shareholders and Proxy Statement of the Company (the “Proxy Statement”) relating to the Meeting.
This Proxy, when properly executed, will be voted in the manner directed herein by the undersigned. If no direction is given with respect to the proposal for the Meeting, this Proxy will be voted “FOR” that proposal and in such manner as the holder of the Proxy determines with respect to any other business as may properly come before the Meeting or all and any adjournments or postponements thereof. In such case, however, the votes under this Proxy will not count towards the special majority of shareholders lacking a Personal Interest in the proposal, as described in the Proxy Statement.
Any and all proxies heretofore given by the undersigned are hereby revoked.
(Continued and to be signed on the reverse side)
SPECIAL GENERAL MEETING OF SHAREHOLDERS OF
MACROCURE LTD.
December 30, 2014
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 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 x
| | | | | FOR | AGAINST | ABSTAIN |
| Directions (Proposal 1) If you possess a Personal Interest (as described in the Proxy Statement) in the approval of Proposal 1 and wish to vote “For” or “Against” that proposal, you should not fill out your vote for that proposal in this proxy card but should instead indicate in the space below that you possess such a Personal Interest and should furthermore contact the Company’s Chief Financial Officer at shai@macrocure.com or via fax (+972-3-923-5558), who will advise you as to how to submit your vote for that proposal. | | 1. | To approve a Compensation Policy with respect to the terms of service and employment of the Company’s office holders, as such term is defined in the Israeli Companies Law, 5759-1999. | o | o | o |
| | | By filling out and returning this proxy card with respect to Proposal 1 above, the undersigned hereby confirms (whether voting “For” or “Against” such proposal) that he, she or it does not possess a Personal Interest (as defined in the Companies Law) with respect to the subject matter of such proposal. If you possess a Personal Interest or believe that you possess a Personal Interest and wish to vote “For” or “Against” such proposal, you should not fill out your vote for such proposal and should instead follow the “Directions” opposite. | | | |
| 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. | o | | | | | |
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| 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. |
