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BioLineRx Ltd.

Proxy Solicitation & Information Statement May 29, 2022

6692_rns_2022-05-29_f8713f37-929a-485c-b86e-9544321a7370.pdf

Proxy Solicitation & Information Statement

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BIOLINERX LTD.

For the Annual General Meeting of Shareholders to be held on July 3, 2022

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned shareholder of BioLineRx Ltd. (the "Company") hereby appoints Mali Zeevi and/or Raziel Fried, and each or either of them, the true and lawful attorney, agent and proxy of the undersigned, with full power of substitution, to vote, as designated below, all of the ordinary shares of the Company which the undersigned is entitled in any capacity to vote at the Annual General Meeting of the shareholders of the Company which will be held at the offices of the Company at Modi'in Technology Park, 2 HaMa'ayan Street, Modi'in 7177871, Israel, on July 3, 2022 at 3:00 p.m. (local time), and all adjournments and postponements thereof.

(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
----------------------------------------------
SEE
REVERSE
SIDE

ANNUAL GENERAL MEETING OF SHAREHOLDERS OF

BIOLINERX LTD.

July 3, 2022

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED HEREIN. IF NO DIRECTION IS INDICATED, THIS PROXY WILL BE VOTED "FOR" THE PROPOSALS HEREIN.

Please mark your vote for the following resolutions as in this example

1.
TO APPROVE the re-election of
the following
nominees to serve as directors of the Company
for the coming year until the next annual
general meeting of the Company's shareholders
or until their respective successors are duly
elected:
FOR AGAINST ABSTAIN
a.Aharon Schwartz
b. Michael Anghel
c.B.J. Bormann
d.Raphael Hofstein
e.Sandra Panem
2. TO APPROVE the election of
Rami Dar to the
FOR AGAINST ABSTAIN
Board of Directors for a three-year term as
external director, commencing as of July 6,
2022, and to approve the grant of options to
him, as described in the Proxy Statement.
Do you have a "Personal Interest" (as defined
in the Proxy Statement) with respect to the
YES NO
subject matter of this proposal? (Please note:
if you do not mark either "Yes" or "No" your
shares will not be voted on Proposal 2)
3. TO APPROVE the re-election of
Dr. Avraham
FOR AGAINST ABSTAIN
Molcho to the Board of Directors for a three
year term as external director, commencing as
of July 6, 2022, and to approve the grant of
options to him, as described in the Proxy
Statement.
Do you have a "Personal Interest" (as defined
in the Proxy Statement) with respect to the
subject matter of this proposal? (Please note:
if you do not mark either "Yes" or "No" your
YES NO
shares will not be voted on Proposal 3)
4.
TO
APPROVE
the
Company's
new
Compensation
Policy
for
Executives
and
Directors in the form attached as Annex A
to
the proxy statement.
FOR AGAINST ABSTAIN
Do you have a "Personal Interest" (as defined YES NO
in the Proxy Statement) with respect to the
subject matter of this proposal? (Please note:
if you do not mark either "Yes" or "No" your
shares will not be voted on Proposal 4)
5.
TO
APPROVE an increase in the cash
FOR AGAINST ABSTAIN
compensation of the directors, as described in
the Proxy Statement.
6.
TO APPROVE the grant of options to each of
the non-external directors, as described in the
Proxy Statement.
FOR AGAINST ABSTAIN
7.
TO APPROVE the equity compensation of
Philip Serlin, the Company's Chief Executive
Officer, as described in the Proxy Statement.
FOR AGAINST ABSTAIN
Do you have a "Personal Interest" (as defined
in the Proxy Statement) with respect to the
subject matter of this proposal? (Please note:
YES NO
if you do not mark either "Yes" or "No" your
shares will not be voted on Proposal 7)
8.
TO APPROVE
an increase in the number of the
FOR AGAINST ABSTAIN
Company's authorized ordinary shares and
authorized share capital, and to amend the
Articles of Association of the Company to
reflect such increase, as described in the Proxy
Statement.
9.
TO
APPROVE
the
reappointment
of
FOR AGAINST ABSTAIN
Kesselman & Kesselman, Certified Public
Accountants
(Isr.),
a
member
firm
of
PricewaterhouseCoopers International Limited,
as the Company's independent registered public
accounting firm for the year ending December
31, 2022 and to authorize the Audit Committee
of
the
Board
of
Directors
to
fix
the
compensation of said auditors in accordance
with the scope and nature of their services.

Name:

Number of shares:

Signature:

Date:

NOTE: Please mark date and sign exactly as the name(s) appear on this proxy. If the signer is a corporation, please sign the full corporate name by a duly authorized officer. Executors, administrators, trustees, etc. should state their full title or capacity. Joint owners should each sign.

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