Proxy Solicitation & Information Statement • Apr 10, 2025
Proxy Solicitation & Information Statement
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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 or all matter(s), this proxy card will be voted FOR such proposal(s).
| Shareholder name: | |
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| Number of identity card or passport (country) or corporation number (country): |
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| Number of Teva ordinary shares being voted: |
The undersigned hereby constitutes and appoints each of DOV BERGWERK, DIKLA TADMOR, SHIRA ARAN-PORAT and MATAN KIMCHI, 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 2025 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 4:00 p.m., Israel time, on June 3, 2025 (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 124 Dvora HaNevi'a Street, Tel Aviv, 6944020, Israel to the attention of the Company Secretary or by email to [email protected].
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.
Important note: by executing this proxy card, the undersigned is confirming that the undersigned is NOT a "controlling shareholder" of Teva and does not have a personal benefit or other interest in Proposal 3. If you have such a personal benefit or other interest in Proposal 3, please notify the Company at [email protected] by no later than 4:00 p.m., Israel time, on June 3, 2025. See the Proxy Statement for more information, including the definitions of "controlling shareholder" under the Israeli Companies Law. The Company is not currently aware of any "controlling shareholder," as defined under the Israeli Companies Law. In addition, Teva believes that the vast majority of its shareholders should not have a personal benefit or other personal interest in Proposal 3.
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 |
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| Matter on the Agenda: | For | Against | Abstain | |
| 1. ELECTION OF DIRECTORS: | ||||
| (a) Chen Lichtenstein - to serve until Teva's 2027 Annual Meeting |
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| Amir Elstein - to serve until Teva's 2028 Annual (b) Meeting |
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| Roberto A. Mignone to serve until Teva's 2028 (c) Annual Meeting] |
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| (d) Dr. Perry D. Nisen to serve until Teva's 2028 Annual Meeting |
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| (e) Dr. Tal Zaks to serve until Teva's 2028 Annual Meeting |
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| 2. TO APPROVE, ON A NON-BINDING ADVISORY BASIS, THE COMPENSATION FOR TEVA'S NAMED EXECUTIVE OFFICERS |
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| 3. TO APPROVE AN AMENDED COMPENSATION POLICY WITH RESPECT TO THE TERMS OF OFFICE AND EMPLOYMENT OF TEVA'S EXECUTIVE OFFICERS AND DIRECTORS* |
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| For | Against | Abstain | ||
| 4. TO APPROVE AN AMENDMENT TO THE TERMS OF OFFICE AND EMPLOYMENT OF TEVA'S PRESIDENT AND CHIEF EXECUTIVE OFFICER |
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| For | Against | Abstain | ||
| 5. AN AMENDMENT TO TEVA'S DIRECTOR COMPENSATION | ||||
| (a) TO APPROVE THE COMPENSATION TO BE PROVIDED TO TEVA'S NON-EMPLOYEE DIRECTORS |
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| (b) TO APPROVE THE COMPENSATION TO BE PROVIDED TO TEVA'S NON-EXECUTIVE CHAIRMAN OF THE BOARD |
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| For | Against | Abstain | ||
| 6. TO APPOINT KESSELMAN & KESSELMAN, A MEMBER OF PRICEWATERHOUSECOOPERS INTERNATIONAL LTD., AS TEVA'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM UNTIL TEVA'S 2026 ANNUAL MEETING OF SHAREHOLDERS |
* By signing this proxy card, the undersigned hereby certifies that it is NOT a "controlling shareholder" of Teva and do not have a personal benefit or other personal interest in Proposal 3. If you do have a personal benefit or other interest in Proposal 3, please notify the Company at [email protected] by no later than 4:00 p.m., Israel time, on June 3, 2025.
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