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BioLineRx Ltd.

Proxy Solicitation & Information Statement May 28, 2019

6692_rns_2019-05-28_6099fed4-148e-4e1d-a136-fac080df9f94.pdf

Proxy Solicitation & Information Statement

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Exhibit 2

BIOLINERX LTD.

For the Annual General Meeting of Shareholders to be held on July 2, 2019

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned shareholder of BioLineRx Ltd. (the "Company") hereby appoints Norman Kotler 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 2, 2019 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 2, 2019

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 RE-ELECT 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 grant of options to each of the FOR AGAINST ABSTAIN
director nominees as follows, subject to each such
director's re-election as a member of the Board of
Directors:
a. Grants to Aharon Schwartz of options to purchase
360,000 Ordinary Shares as further described in the
Proxy Statement.
b. Grants to Michael Anghel of options to purchase
360,000 Ordinary Shares as further described in the
Proxy Statement.
c. Grants to B.J. Bormann of options to purchase
360,000 Ordinary Shares as further described in the
Proxy Statement
e. Grants to Sandra Panem of options to purchase
360,000 Ordinary Shares as further described in the
Proxy Statement.
3. TO RE-ELECT Ms. Nurit Benjamini as an external FOR AGAINST ABSTAIN
director for a three-year term commencing on July 6,
2019, and to approve the grants to her of options to
purchase 360,000 Ordinary Shares, all 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
YES No
this proposal? (Please note: if you do not mark either
"Yes" or "No" your shares will not be voted on
Proposal 3)
4. TO RE-ELECT Dr. Avraham Molcho as an external FOR AGAINST ABSTAIN
director for a three-year term commencing on July 6,
2019, and to approve the grants to him of options to
purchase 360,000 Ordinary Shares, all 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
Yes No
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 the grant to Philip Serlin, the FOR AGAINST ABSTAIN
Company's Chief Executive Officer, of (i) options to
purchase 1,136,400 Ordinary Shares and (ii) 568,200
performance stock units, all as described in the Proxy
Statement.
Do you have a "Personal Interest" (as defined in the Yes No
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 5)
6. TO APPROVE the amended BioLineRx Ltd. FOR AGAINST ABSTAIN
Compensation Policy for Executives and Directors in
the form attached as Annex A to the Proxy Statement.
Do you have a "Personal Interest" (as defined in the
Proxy Statement) with respect to the subject matter of
Yes No
this proposal? (Please note: if you do not mark either
"Yes" or "No" your shares will not be voted on
Proposal 6)
7. TO APPROVE an increase in the Company's FOR AGAINST ABSTAIN
registered share capital from NIS 25,000,000 divided
into 250,000,000 ordinary shares of a nominal value of
Name: __________
NIS 0.10 each to NIS 50,000,000 divided into
500,000,000 ordinary shares of a nominal value of NIS
0.10 each, and a corresponding amendment to Article
Number of shares:____
Signature:
____
4.1 of the Company's Articles of Association. Date: _____
8. TO RE-APPOINT Kesselman & Kesselman, a member FOR AGAINST ABSTAIN NOTE: Please mark date and sign exactly as the name(s) appear on this
of PricewaterhouseCoopers International Limited, as
the independent public auditors of the Company for
the year ending December 31, 2019 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.
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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