Exhibit 99.2
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PROXY CARD - PART ONE
1. Name of the Company: GIVEN IMAGING LTD. (the "Company")
2. Type of the general meeting: Annual General Meeting of the Company.
3. Date of the meeting: May 30, 2006 at 16:00 hrs.
4. Site of the meeting: Hermon Building, New Industrial Park, Yoqneam.
5. Subjects on the agenda:
a. Election of the directors of the Company (except for outside
directors) to serve until the next annual general meeting
(Proposal No. 1);
The board of directors of the Company consists of eight members who
serve during the period between two annual meetings or until a special
meeting is convened or until the cessation of their service on the
Company's board of directors is decided upon at the general meeting by
a majority of the shareholders with voting rights, directly or by
proxy.
b. Approval of the employment agreement of Mr. Nachum Shamir concluded
between him and the Company in the month of April 2006 and the
compensation to be given to him for his duties as President and Chief
Executive Officer of the Company and as a director of the Company as
set forth below: (Proposal No. 2);
(1) The board of directors of the Company, the compensation committee
and the audit committee of the Company have approved for Mr. Shamir an
annual base salary of U.S. $330,000 (for 2006 the proportional amount
will be paid according to the time he will serve in the positions
mentioned above as from April 9, 2006), (2) a cash bonus of up to 200%
of his annual salary subject to meeting certain personal and company
performance targets as determined from time to time at the discretion
of the Company's board of directors (for 2006 the proportional amount
will be paid
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according to the time he will serve in the posts set forth above as
from April 9, 2006), (3) options granted for the acquisition of
300,000 ordinary shares of the Company the exercise price of which
shall be equal to the price quoted on the day of approval of this
proposal on the Nasdaq (Nasdaq National Market) and vesting in four
equal installments, beginning on the first anniversary of the date of
commencement of Mr. Shamir's employment, (4) an award of 100,000
Restricted Shares vesting in four equal installments, beginning on the
first anniversary of the date of commencement of Mr. Shamir's
employment.
In addition to the aforesaid the Company has decided to award to
Mr. Shamir a cash bonus of U.S. $50,000 for moving his residence to
Atlanta (relocation bonus); Mr. Shamir shall also be entitled to the
customary benefits such as company car, medical insurance and life
insurance and refund of expenses.
c. Approval of the employment agreement and the compensation for the
Executive Vice-Chairman of the Company's board of directors,
Mr. Gavriel D. Meron, as set forth below: (Proposal No. 3)
The Company's board of directors, the compensation committee and the
audit committee have approved for Mr. Meron an additional annual bonus
for the year 2005 in the amount of U.S. $164,250 for his work and
special efforts in fiscal year 2005 as president and Chief Executive
Officer of the Company and as acting president of the Company's U.S.
subsidiary and having direct responsibility over the Company's
Japanese subsidiary. This amount is paid to him in addition to the
bonus in the amount of U.S. $135,750 awarded to him for the Company's
achievements in the year 2005 and approved by the shareholders in the
annual meeting in August 2005.
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In respect of the year 2006, the Company's board of directors, the
compensation committee and the audit committee have approved for Mr.
Meron (1) an annual base salary of U.S. $330,000, (2) a cash bonus of
up to 200% of his annual salary subject to meeting certain personal
and company performance targets as determined from time to time at the
discretion of the Company's board of directors, (3) options granted
for the acquisition of 60,000 ordinary shares of the Company the
exercise price of which shall be equal to the price quoted on the day
of approval of this proposal on the Nasdaq (Nasdaq National Market)
and vesting in four equal installments, beginning on the first
anniversary of the grant of the options.
In addition to the aforesaid, Mr. Meron is entitled to other benefits
such as use of the Company's car, contribution for study, disability
and severance funds.
d. Approval of the Company's Equity Plan for the year 2006 and to reserve
2,500,000 ordinary shares of the Company to be issued under the
aforementioned plan. (Proposal No. 4).
e. Approval of the extension of indemnification and insurance coverage to
Mr. Nachum Shamir and Professor Anat Leowenstein, as well as to new
directors of the Company in the future, all in accordance with the
coverage agreement for directors and the insurance policies in the
versions approved in the past by the Company's shareholders and as
they may be amended from time to time. The approval for Mr. Shamir and
Prof. Leowenstein shall be retroactive as of the starting date of
their tenure of office (Proposal No. 5).
f. Ratification and confirmation of the compensation schedule of the
Company's (current and future) directors who are not employees of the
Company, as has been approved in the past at the general
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meetings of the Company, in connection with the setting up of two new
committees of the board of directors - an Executive Committee and an
ad-hoc Transition Committee for the examination and application of the
changes in the senior management of the Company, as set forth below
(Proposal No. 6):
(1) Director's Fees - U.S. $3,750 quarterly and U.S. $1,500 for
attending a meeting of the board of directors or of a
committee of the board.
(2) Equity Compensation - 25,000 options to each director who
joins the Company's board of directors; a recurring annual
grant of 11,000 options to the chairperson of the board of
directors and to each committee chairperson of the board's
committees for each year of service as chairperson; a
recurring annual grant of 8,000 options to each director of
the Company for each year of service on the Company's board
of directors; a recurring annual grant of 3,000 options to
each director of the Company for every year of service on a
committee of the board of directors of the Company.
As of the date of this Proxy Card the board of directors of the
Company had the following board of directors committees: Audit
Committee and a sub-committee of the Audit Committee, Compensation and
Nominating Committee, Executive Committee and an ad-hoc Transition
Committee to oversee the implementation of recent changes in
management. Each member of the board of directors, except Nachum
Shamir and Prof. Anat Leowenstein, serves on at least one committee of
the board of directors.
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g. Reappointment of the firm of Somekh Chaikin, a member of KPMG
International, as independent auditors of the Company until the next
annual general meeting and authorization of the Company's board of
directors to determine their remuneration (Proposal No. 7).
h. The Company's Audit Committee shall report on the business of the
Company for the year ended December 31, 2005, and shall act upon such
other matters as may properly come before the meeting or any
adjournment or adjournments thereof.
6. The place and time when the full version of the proposed decisions can be
reviewed - the Company's offices at the indicated address during the hours
from 9:30 to 16:30.
7. The nominees for election or reelection to the Company's board of directors
a. nominees for election who do not serve as directors of the Company at
the time the annual meeting is convened:
1. Name: Nachum Shamir
2. Id. Card: 05220710
3. Date of birth: January 27, 1954
4. Address: 10583 Falls Creek Lane, Dayton, Ohio 45458, USA
5. Citizenship: Israeli, American
6. Committee member: No
7. Outside director: No
8. Office he holds in the Company: Director, President and Chief
Executive Officer
9. Start of service as director of the Company: April 2006
10. Education and occupation during the past five years: Before he
joined the Company - Corporate Vice President, Eastman Kodak
Company, Inc., during 2003-2004 - C.E.O.
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and President of Scitex Corporation, during 2001-2004 also served
as C.E.O. and President of Scitex Digital Printing. Mr. Shamir
has a B.Sc degree from The Hebrew University in Jerusalem and -
M.P.A. from Harvard University.
11. Member of a family with another interest in the corporation: No.
b. nominees for reelection who currently serve as directors of the
Company:
1. Name: Doron Birger
2. Member of a committee or committees of the board of directors:
Committee to examine changes in the Company's management,
Compensation committee, Executive Committee
3. Year in which he began serving as a director of the Company: 2000
4. Id. Card: 050538198
5. Date of birth: 05/25/1951
6. Address: 4 Ma'abarot, Haifa 34461
7. Citizenship: Israeli
8. Outside director: No
9. Office he holds in the Company: Chairman, Board of Directors
10. Education and occupation during the past five years: From 2001 -
President and later Chief Executive Officer of Elron Electronic
Industries Ltd. Mr. Birger has B.A. and M.A. degrees in Economics
from Hebrew University in Jerusalem.
11. Member of a family with another interest in the corporation: No.
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1. Name: Gavriel D. Meron
2. Member of a committee or committees of the board of directors:
Chairman of the Executive Committee
3. Year in which he began serving as a director of the Company: 2002
4. Id. Card: 052411774
5. Date of birth: 01/01/1953
6. Address: 21B, Weitzman, Petah-Tikva 49556
7. Citizenship: Israeli, British
8. Outside director: No
9. Office he holds in the Company: Director and Executive
Vice-Chairman of the board of directors
10. Education and occupation during the past five years: From 1998 -
President and Chief Executive Officer of the Company, recently
named Executive Vice-Chairman and ending his duties as President
and Chief Executive Officer. Mr. Meron has an M.B.A. degree from
Tel-Aviv University and a B.A. in Economics and Statistics from
Hebrew University in Jerusalem.
11. Member of a family with another interest in the corporation: No.
1. Name: Chen Barir
2. Member of a committee or committees of the board of directors:
Audit Committee
3. Year in which he began serving as a director of the Company: 2002
4. Id. Card: 005587231
5. Date of birth: 04/10/1959
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6. Address: 58 Shtricker, Tel-Aviv 62003
7. Nationality: Israeli, American
8. Outside director: No
9. Office he holds in the Company: Director
10. Education and occupation during the past five years: Chairman of
Berman & Co., Trade and Investments, Ltd.; he also serves as
chairman and vice-chairman and a director of a number of
privately-held companies in the field of medical device and real
estate. Mr. Barir has an LL.B degree from Hebrew University in
Jerusalem, an MBA from INSEAD, Fontainebleau, France and a
doctorate in law and economics from Harvard Law School.
11. Member of a family with another interest in the corporation: No.
1. Name: Eyal Lifshitz
2. Member of a committee or committees of the board of directors:
Audit Committee
3. Year in which he began serving as a director of the Company: 2003
4. Id. Card: 009778020
5. Date of birth: 07/15/1967
6. Address: 23 Hate'ana, Givat Shmuel 54401
7. Nationality: Israeli, Swiss
8. Outside director: No
9. Office he holds in the Company: Director
10. Education and occupation during the past five years: Since 2001 -
Chief Executive Officer of the Peregrine Ventures
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risk capital fund. Mr. Lifshitz has an LL.B degree from "Sha'arei
Mishpat" College.
11. Member of a family with another interest in the corporation: No.
1. Name: Professor Anat Leowenstein
2. Id. Card: 05603264
3. Date of birth: 07/04/1959
4. Address: 16 Levi Eshkol, Tel-Aviv 69361
5. Nationality: Israeli
6. Member of a committee: No
7. Outside director: No
8. Office she holds in the Company: Director
9. Began service as a director of the Company: August 2005
10. Education and occupation during the past five years: Since the
year 2000 - Director of the Department of Ophthalmology of the
Tel-Aviv Medical Center and professor at the Sackler School of
Medicine at Tel-Aviv University. Ms. Leowenstein has an M.D.
degree from Hebrew University in Jerusalem and a Masters Degree
in Health Administration from Tel-Aviv University.
11. Member of a family with another interest in the corporation: No.
8. The voting on each candidate to serve as director shall be done separately.
9. The majority required to adopt each of the decisions on the aforementioned
agenda is a majority of the shareholders present at the meeting and/or
represented by proxy.
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10. This Proxy Card shall be valid only if there is attached hereto a
confirmation of ownership of a non-registered shareholder or a photocopy of
an identity card, passport or of a certificate of incorporation recorded in
the books of the Company and provided that this Proxy Card is received at
least seventy-two hours before the voting time.
11. The address of the Company for delivery of the Proxy Cards and notification
of position: Hermon Building, New Industrial Park, Yoqneam 20692.
12. The final date for submission of shareholders' notification of position to
the Company and the last date for delivery of the board of directors'
response to the aforementioned notifications of position: Shareholders'
notifications of position shall be submitted until 10 days after the
specified date, issue of the board of directors' response shall be not
later than 5 days after the latest date for sending notifications of
position by the shareholders.
13. This Proxy Card and the position notifications, to the extent that they are
received, can be found also at the distribution site of the Securities
Authority at the address www.magna.isa.gov.il and at the site of the Tel
Aviv Stock Exchange at the address www.tase.co.il.
14. A shareholder is entitled to receive the confirmation of ownership at the
branch of the stock exchange member or by mail delivery, if so requested,
and a request in this matter will be given in advance to the specific
securities account.
15. A non-registered shareholder is entitled to receive by electronic mail free
of charge a connection to the versions of the Proxy Card and position
notifications at the distribution site, from a member of the stock exchange
through which his shares are held, provided the stock exchange member has
been informed by the shareholder that he is not interested in receiving
Proxy Cards by mail against payment; a notice regarding Proxy Cards shall
also apply in the matter of receipt of position notifications.
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16. A shareholder who holds shares constituting five percent or more of the
total voting rights of the Company, as well as anyone who holds the
aforesaid quantity of the total voting rights not held by the controlling
party in the Company as defined in article 268 of the Companies Law of
5739-1999 (hereinafter: the "law") shall have the right to examine the
voting records personally or by a person on his behalf, after the general
meeting has been held, and at the registered office of the Company during
the customary working hours. The Court also has the right, at the request
of a shareholder who at the fixed time does not hold shares in the number
stated above, to order the Company to enable the shareholders to peruse the
documents and records specified above in their entirety or in part at the
conditions it will set.
The quantity of shares constituting five percent of the issued share
capital at the time of publication of this Proxy Card is 1,401,172 shares
(the notice regarding the quantity of shares constituting exactly five
percent at the set time shall be published at the distribution site of the
Securities Authority at the specified date).
The shareholder shall indicate the manner of his voting on each subject on
the agenda on the form that is the second part of this Proxy Card and in
accordance with the content of regulation 5(B) of the regulations.
PROXY CARD - PART TWO
COMPANY REGULATIONS (Voting in writing and position notifications), 5765-2005
(hereinafter - the regulations)
Name of the Company
GIVEN IMAGING LTD.
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Address of the Company (for delivery and sending Proxy Cards)
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Company No.
51-257802-2
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Date of the meeting: May 30, 2006, at 16:00 hrs.
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Type of meeting
Annual General Meeting of the Company
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The governing date: April 30, 2006 __________________________
(Up to here to be filled out by the Company).
DETAILS OF THE SHAREHOLDER
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Name of the shareholder
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Identity number
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In case the shareholder does not have an Israeli Identity Card -Passport No.
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Issuing country
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Valid until
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In case the shareholder is a corporation
Corporation No.
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Country of the corporation
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Manner of voting
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In favor Against Abstains
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Proposal No. 1
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Proposal No. 2
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Proposal No. 3
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Proposal No. 4
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Proposal No. 5
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Proposal No. 6
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Proposal No. 7
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Date Signature
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Failure to mark the form shall be deemed abstention from voting on the subject.
For shareholders holding shares through a member of the stock exchange
(according to article 177(1)) - this Proxy Card is valid only if accompanied by
a confirmation of ownership, except in cases where the voting is done via the
Internet.
For shareholders registered in the Company's register of shareholders - the
Proxy Card is valid when a photo of the identity card/passport/certificate of
incorporation is attached.
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