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Teva Pharmaceutical Industries Ltd.

Proxy Solicitation & Information Statement Apr 17, 2019

7082_rns_2019-04-16_f897024f-61ec-4ab2-9463-eed38c1b7956.pdf

Proxy Solicitation & Information Statement

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TEVA PHARMACEUTICAL INDUSTRIES LIMITED ("TEVA") 2019 ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 11, 2019

PROXY CARD

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF TEVA

Teva's Board of Directors recommends that you vote FOR all proposals. If you execute and return this proxy card without indicating any directions with respect to any matter, this proxy card will be voted FOR all proposals.

Information in respect of the undersigned:

Shareholder name:
Number of identity card or passport
(country):
Corporation number:
Place of incorporation:
Number of Teva ordinary shares
being voted:

The undersigned hereby constitutes and appoints each of Messrs. DOV BERGWERK and NETANEL DEROVAN, acting individually, the true and lawful attorney, agent and proxy of the undersigned, with full power of substitution, to vote with respect to the number of shares set forth above, standing in the name of the undersigned at the close of trading on the Record Date, at the 2019 Annual General Meeting of Shareholders, and at any and all adjournments thereof, with all the power that the undersigned would possess if personally present and especially (but without limiting the general authorization and power hereby given) to vote as instructed on the reverse side.

In order to be counted, a duly executed proxy must be received by Teva by 9:00 a.m., Israel time, on June 7, 2019 (if not revoked prior to such time), unless determined otherwise by the chairman of the meeting, by submitting this proxy card to Teva's executive offices at 5 Basel Street, Petach Tikva, 4951033 Israel to the attention of the Corporate Secretary.

In order to be counted, in addition to this proxy card: (i) shareholders registered in Teva's shareholder register (Registered Holders) must also provide Teva with a copy of such Registered Holder's identity card, passport or certificate of incorporation, as the case may be; and (ii) a shareholder registered pursuant to Section 177(1) of the Israeli Companies Law, 5759-1999, through a nominee company (Non-Registered Holders) must also provide Teva with an ownership certificate confirming such Non-Registered Holder's ownership of Teva's ordinary shares on the Record Date, which certificate must be approved by a member of the Tel Aviv Stock Exchange, as required by the Israeli Companies Regulations (Proof of Share Ownership for Voting at a General Meeting), 5760-2000. Non-Registered Holders may alternatively submit their votes through the electronic voting system of the Israeli Securities Authority at https// :votes.isa.gov.il.

This proxy card, when properly executed, will be voted in the manner directed herein by the undersigned. Any and all proxies heretofore given are hereby revoked.

(Continued and to be signed on the reverse side)

Please vote by marking "X" in the
correct box
Matter on the Agenda: For Against Abstain
1. ELECTION OF DIRECTORS:
Amir Elstein
(a)
Roberto A. Mignone
(b)
Dr. Perry D. Nisen
(c)
2. TO APPROVE, ON A NON-BINDING ADVISORY
BASIS, THE COMPENSATION FOR TEVA'S NAMED
EXECUTIVE OFFICERS
3. TO APPROVE AN AMENDED COMPENSATION
POLICY WITH RESPECT TO THE TERMS OF OFFICE
AND EMPLOYMENT OF TEVA'S EXECUTIVE
OFFICERS AND DIRECTORS
Yes No
Regarding Proposal 3, please indicate whether or
not you are a "controlling shareholder" of Teva and
whether or not you have a personal benefit or other
interest in this Proposal 3.
IMPORTANT NOTE: If you do not complete this
section, or if you indicate that you are a controlling
shareholder or that you have a personal benefit or
other interest in this Proposal 3, your vote on
Proposal 3 will not be counted for purposes of the
Disinterested Majority.
See the Proxy Statement for more information,
including the definitions of these terms under the
Israeli Companies Law.
Teva is not currently aware of any "controlling
shareholder," as defined under the Israeli Companies
Law, and believes that the vast majority of its
shareholders should not have a personal benefit or
other interest in Proposal 3.
For Against Abstain
4. DIRECTOR COMPENSATION:
(a)
TO APPROVE THE COMPENSATION TO BE
PROVIDED TO TEVA'S NON-EMPLOYEE
DIRECTORS
(b)
TO APPROVE THE COMPENSATION TO BE
PROVIDED TO TEVA'S NON-EXECUTIVE
CHAIRMAN OF THE BOARD
5. TO APPOINT KESSELMAN & KESSELMAN, A
MEMBER OF PRICEWATERHOUSECOOPERS
INTERNATIONAL LTD., AS TEVA'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM UNTIL
TEVA'S 2020 ANNUAL MEETING OF
SHAREHOLDERS

PLEASE COMPLETE, SIGN, DATE AND RETURN PROMPTLY

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