PLURISTEM THERAPEUTICS INC.

ANNUAL MEETING OF STOCKHOLDERS

JUNE 13, 2019

 

 

THE FOLLOWING PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF PLURISTEM THERAPEUTICS INC.

The undersigned stockholder of Pluristem Therapeutics Inc. (the “Company”) hereby appoints Zami Aberman and Yaky Yanay, or any of them, as proxy and attorney of the undersigned, for and in the name(s) of the undersigned, to attend the annual meeting of stockholders of the Company (the “Stockholders Meeting”) to be held at the Company's offices at Matam Advanced Technology Park Building No. 5, Haifa, Israel, 3508409 on June 13, 2019 at 5:00 p.m. local time, and any adjournment thereof, to cast on behalf of the undersigned all the votes that the undersigned is entitled to cast at such meeting and otherwise to represent the undersigned at the Stockholders Meeting with all powers possessed by the undersigned if personally present at the Stockholders Meeting, including, without limitation, to vote and act in accordance with the instructions set forth below. The undersigned hereby acknowledges receipt of the Notice of Annual Meeting of Stockholders and revokes any proxy heretofore given with respect to such meeting.

THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST AS INSTRUCTED BELOW.

IF THIS PROXY CARD IS EXECUTED BUT NO INSTRUCTION IS GIVEN WITH RESPECT TO ANY PROPOSAL SPECIFIED HEREIN, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST “FOR” EACH NOMINEE IN PROPOSAL NO. 1 AND “FOR” PROPOSAL NO. 2, 3, 4 AND 5 AND “2 YEARS” FOR PROPOSAL NO. 6.

(Continued and to be signed on the reverse side)

 

 

ANNUAL MEETING OF STOCKHOLDERS OF

 

PLURISTEM THERAPEUTICS INC.

 

June 13, 2019

 

The Notice of Meeting, proxy statement and proxy card

are available at http://www.astproxyportal.com/ast/15665/

Please sign, date and mail

your proxy card in the

envelope provided as soon

as possible.

 

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1.	Proposal No. 1- Election of Directors: To elect the following nominees to the Board of Directors to serve as directors of the Company until the next annual meeting of the stockholders and until their successors shall have been duly elected and qualified:								FOR	AGAINST	ABSTAIN
							Doron Shorrer		☐	☐	☐
			FOR	AGAINST	ABSTAIN
	Zami Aberman		☐	☐	☐		Yaky Yanay		☐	☐	☐
	Israel Ben-Yoram		☐	☐	☐	2.	Proposal No. 2 - To ratify the selection of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, as independent registered public accounting firm of the Company for the fiscal year ending June 30, 2019.		☐	☐	☐
	Isaac Braun		☐	☐	☐
						3.	Proposal No. 3 – To approve an amendment to the Articles of Incorporation of the Company to increase the number of authorized shares of common stock from two hundred million (200,000,000) shares, par value $0.00001 per share, to three hundred million (300,000,000) shares, par value $0.00001 per share.		☐	☐	☐
	Mark Germain		☐	☐	☐
						4.	Proposal No. 4 - To consider and approve the Company’s 2019 Equity Compensation Plan.		☐	☐	☐
	Moria Kwiat		☐	☐	☐
	Hava Meretzki		☐	☐	☐	5.	Proposal No. 5 - To consider and approve, by a nonbinding advisory vote, the compensation of the Company's named executive officers.		☐	☐	☐
	Nachum Rosman		☐	☐	☐			1 YEAR	2 YEARS	3 YEARS	ABSTAIN
						6.	Proposal No. 6 - To recommend, by a nonbinding advisory vote, the frequency of holding an advisory vote on executive compensation.	☐	☐	☐	☐
							In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Stockholders Meeting.
	To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method.				☐		MARK “X” HERE IF YOU PLAN TO ATTEND THE MEETING.		☐

 

Signature of Stockholder

Date:

Signature of Stockholder

Date:

 

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ANNUAL MEETING OF STOCKHOLDERS OF

 

PLURISTEM THERAPEUTICS INC.

 

June 13, 2019

 

PROXY VOTING INSTRUCTIONS

 

 ↓ Please detach along perforated line and mail in the envelope provided IF you are not voting via telephone or the Internet. ↓