Proxy Solicitation & Information Statement • Apr 22, 2020
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 matter, this proxy card will be voted FOR all proposals.
| Shareholder name: | |
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| Number of identity card or passport (country): |
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| Corporation number: | |
| Place of incorporation: | |
| Number of Teva ordinary shares being voted: |
The undersigned hereby constitutes and appoints each of DOV BERGWERK, CHEN YEHUDAI, DIKLA TADMOR 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 2020 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 4:30 p.m., Israel time, on June 5, 2020 (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 |
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| Matter on the Agenda: | For | Against | Abstain | ||
| 1. | ELECTION OF DIRECTORS: | ||||
| Dr. Sol J. Barer (a) |
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| Jean-Michel Halfon (b) |
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| Nechemia (Chemi) J. Peres (c) |
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| Janet S. Vergis (d) |
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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 TEVA'S 2020 LONG-TERM EQUITY BASED INCENTIVE PLAN |
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| 4. | TO APPROVE AN AMENDMENT TO THE TERMS OF OFFICE AND EMPLOYMENT OF TEVA'S PRESIDENT AND CHIEF EXECUTIVE OFFICER |
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| 5. | TO APPROVE AN AMENDMENT TO TEVA'S ARTICLES OF ASSOCIATION |
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| 6. | TO APPOINT KESSELMAN & KESSELMAN, A MEMBER OF PRICEWATERHOUSECOOPERS INTERNATIONAL LTD., AS TEVA'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM UNTIL TEVA'S 2021 ANNUAL MEETING OF SHAREHOLDERS |
PLEASE COMPLETE, SIGN, DATE AND RETURN PROMPTLY
Signature Date
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