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BioLineRx Ltd.

Proxy Solicitation & Information Statement Feb 28, 2021

6692_rns_2021-02-27_f669bfa4-f402-47f4-a672-cc6805fd45e8.pdf

Proxy Solicitation & Information Statement

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Exhibit 2

BIOLINERX LTD.

For the Extraordinary General Meeting of Shareholders to be held on April 5, 2021

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned shareholder of BioLineRx Ltd. (the "Company") hereby appoints Mali Ze'evi 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 Extraordinary 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 April 5, 2021 at 3:00 p.m. (local time), and all adjournments and postponements thereof.

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

EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF

BIOLINERX LTD.

April 5, 2021

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
an
amendment
to
Section
4.3
of
the
Company's
Compensation Policy for Executives
and Directors, relating to Directors' and
Officers' insurance, in the form attached
as Annex A
to 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: if you do not
mark either "Yes" or "No" your
shares will not be voted on Proposal
1)
Yes
No
2. TO APPROVE an amendments to
Sections 5.3 and 5.4 of the Company's
Compensation Policy for Executives
FOR
AGAINST
ABSTAIN

and Directors, relating to differential
compensation for a Board chairperson,
in the form attached as Annex B
to 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
shares will not be voted on Proposal
2)
Yes
No
3. TO APPROVE an equity compensation
grant to Philip Serlin, the Company's
Chief Executive Officer.
FOR
AGAINST
ABSTAIN

Name:
Number of shares:
Signature:
Date:
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
shares will not be voted on Proposal
3)
Yes
No
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.

Extraordinary General Meeting of Shareholders of BIOLINERX LTD.

Date: April 5, 2021 See Voting Instruction On Reverse Side. Please make your marks like this:Use dark black pencil or pen only

For Against Abstain
1. To approve an amendment to Section 4.3 of the Company's Compensation Policy for
Executives and Directors, relating to Directors' and Officers' insurance, in the form
attached as Annex A to the Proxy Statement.
Yes No
1a. 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 shares will not be voted on Proposal 1)
For Against Abstain
2. To approve amendments to Sections 5.3 and 5.4 of the Company's Compensation
Policy for Executives and Directors, relating to differential compensation for a Board
chairperson, in the form attached as Annex B to the Proxy Statement.
Yes No
2a.
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 shares will not be voted on Proposal 2)
For Against Abstain
3. To approve an equity compensation grant to Philip Serlin, the Company's Chief
Executive Officer.
Yes No
3a.
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 shares will not be voted on Proposal 3)

Authorized Signatures - This section must be completed for your instructions to be executed.

__________________________________ __________________________________

__________________________________ __________________________________

Please Sign Here Please Date Above

Please Sign Here Please Date Above

↑ Please separate carefully at the perforation and return just this portion in the envelope provided. ↑

Exhibit 3

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