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EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
This Proxy Statement is furnished to our holders
of ordinary shares, par value NIS 48.00 (the "Ordinary Shares"), in connection with Extraordinary General Meeting of Shareholders,
to be held on April 25, 2024 at 9:00 a.m. (Eastern time) at the offices of Check-Cap's United States legal counsel, Dorsey &
Whitney LLP, 161 Bay St., Unit #4310, Toronto, ON M5J 2S1.
Throughout this Proxy
Statement, we use terms such "Check-Cap," the "Company," "we," or "our" to refer to Check-Cap
Ltd. and terms such as "you" and "your" to refer to our shareholders.
At the Meeting, you will be asked to consider and vote on:
Board Recommendation
Our Board recommends
that you vote "FOR" Proposal 1 to Proposal 7.
of record at the close of business on March 25, 2024, are entitled to notice of and to vote at the Meeting or at any adjournment thereof.
You can vote either by mailing in your proxy, by Internet, or in person by attending the Meeting. Proxies must be received by our
transfer agent or at our registered office in Israel no later than four (4) hours prior to the designated time for the Meeting.
Proxies received by our transfer agent or at our registered office in Israel during the four (4) hours preceding the designated time for
the Meeting will be presented to the Chairman of the Meeting and, at his discretion, may be voted as specified in the instructions included
in such proxies. If you attend the Meeting, you may vote in person and your proxy will not be used. If you hold Ordinary Shares
through a bank, broker or other nominee (i.e., in "street name") which is one of our shareholders of record at the close of
business on the record date, or which appears in the participant listing of a securities depository on that date, you must follow the
instructions included in the voting instruction form you receive from your bank, broker or nominee, and may also be able to submit voting
instructions to your bank, broker or nominee by phone or via the Internet. If you hold your Ordinary Shares in "street name" and
you wish to vote in person at the Meeting, you must first obtain a "legal proxy" from your broker, bank, trustee or nominee
that holds your shares giving you the right to vote the shares at the Meeting.
The presence, in person
or by proxy, of two or more shareholders holding or representing, in the aggregate, at least twenty-five percent (25%) of our company's
voting rights will constitute a quorum at the Meeting. No business will be considered or determined at the Meeting unless the requisite
quorum is present within half an hour from the time designated for the Meeting. If within half an hour from the time designated
for the Meeting a quorum is not present, the Meeting will stand adjourned to the day, time and place as the Chairman of the Meeting shall
determine. At least two shareholders present, in person or by proxy, will constitute a quorum at the adjourned meeting.
Voting Required for Approval of the Proposals
Pursuant to the Israeli Companies Law, each of
Proposals 1 to 8 described hereinafter requires the affirmative vote of shareholders present at the Meeting, in person or by proxy, and
holding Ordinary Shares of the Company amounting in the aggregate to at least a majority of the votes actually cast by shareholders with
respect to such proposal.
In addition to the foregoing majority requirement,
the approval of Proposals 1 and 2 is also subject to the fulfillment of one of the following additional voting requirements (the "Special
Majority"): (i) the shares voting in favor of the proposal (excluding abstentions) include at least a majority of the shares voted
by shareholders who are not controlling shareholders and shareholders who do not have a personal interest in the proposal, or (ii) the
total number of shares voted against the proposal by shareholders who are not controlling shareholders and shareholders who do not have
a personal interest in the proposal does not exceed two-percent (2%) of our outstanding voting rights.
We are unaware of any shareholder that would be
deemed to be a controlling shareholder of the Company (within the meaning of Israeli law) for purposes of the calculation of the Special
Majority. A shareholder who signs and returns a proxy card will be deemed to be confirming that such shareholder, and any related party
of such shareholder, is not a controlling shareholder for purposes of Proposals 1 and 2. If you believe that you, or a related party of
yours, may be deemed to be a controlling shareholder and you wish to participate in the vote on Proposals 1 or 2, you should contact Bob
Marese, our proxy solicitor (bmarese@mackenziepartners.com).
A shareholder who signs and returns a proxy card
will be deemed to be confirming that such shareholder does not have a personal interest for purposes of Proposals 1 and 2 (other than
a personal interest disclosed by such shareholder to the Company prior to voting on such Proposal. Under the Israeli Companies Law, a
"personal interest" of a shareholder in an act or transaction of a company (i) includes a personal interest of (a) any spouse,
sibling, parent, grandparent or descendant of the shareholder, any descendant, sibling or parent of a spouse of the shareholder and the
spouse of any of the foregoing; and (b) a company with respect to which the shareholder (or any of the foregoing relatives of the shareholder)
serves as a director or chief executive officer, owns at least 5% of the outstanding shares or voting rights or has the right to appoint
one or more directors or the chief executive officer; and (ii) excludes a personal interest arising solely from the ownership of shares.
Under the Israeli Companies Law, in the case of a person voting by proxy, "personal interest" includes the personal interest
of either the proxy holder or the shareholder granting the proxy, whether or not the proxy holder has discretion how to vote
To our knowledge, based on the Company's
most recent filings with the U.S. Securities and Exchange Commission (the "SEC"), the Company has 5,849,216 Ordinary Shares
issued and outstanding.
Each ordinary share entitles the holder to one
In tabulating the voting results for the proposal,
shares that constitute broker non-votes and abstentions are not considered votes cast on the proposal, and will have no effect on the
vote. Unsigned or unreturned proxies, including those not returned by banks, brokers, or other record holders, will not be counted
for voting purposes. Therefore, it is important for a shareholder that holds Ordinary Shares through a bank or broker to instruct its
bank or broker how to vote its shares if the shareholder wants its shares to count towards the vote tally for the proposal.
If you provide specific
instructions (mark boxes) with regard to the proposal, your shares will be voted as you instruct. If no specific instructions are given
in such proxy cards, the proxy holder will vote in favor of the item(s) set forth in the proxy card. The proxy holders will vote in their
discretion on any other matters that properly come before the meeting.
If you are a shareholder
of record and do not return your proxy card, your shares will not be voted. If you hold shares beneficially in a street name, your shares
will also not be voted at the meeting if you do not return your proxy card or voting instruction card to instruct your broker how to vote.
This will be true even for a routine matter, as your broker will not be permitted to vote your shares in their discretion on any proposal
at the meeting. For the proposal, a broker may only vote in accordance with instructions from a beneficial owner of shares.
Voting by Holders of Ordinary Shares
Ordinary Shares that
are properly voted, for which proxy cards are properly executed and returned within the deadline set forth below, will be voted at the
Meeting in accordance with the directions given. If no specific instructions are given in such proxy cards, the proxy holder will vote
in favor of the item(s) set forth in the proxy card. The proxy holder will also vote in the discretion of such proxy holder on any other
matters that may properly come before the Meeting, or at any adjournment thereof. Where any holder of Ordinary Shares affirmatively abstains
from voting on any particular resolution, the votes attaching to such Ordinary Shares will not be included or counted in the determination
of the number of Ordinary Shares present and voting for the purposes of determining whether such resolution has been passed (but they
will be counted for the purposes of determining the quorum, as described above).
must be received by our transfer agent or at our registered office in Israel no later than four (4) hours prior to the designated time
for the Meeting. Proxies received by our transfer agent or at our registered office in Israel during the four (4) hours preceding
the designated time for the Meeting will be presented to the Chairman of the Meeting and, at his discretion, may be voted as specified
in the instructions included in such proxies.
The manner in which your
shares may be voted depends on how your shares are held. If you own shares of record, meaning that your shares are represented by book
entries in your name so that you appear as a shareholder on the records of our transfer agent (i.e., you are a registered shareholder),
our stock transfer agent, this Proxy Statement, the Notice of Meeting and the proxy card will be mailed to you by our transfer agent.
You may provide voting instructions by returning a proxy card. You also may attend the Meeting and vote in person, subject to our right
to convert to a virtual only meeting format. If you own Ordinary Shares of record and you do not vote by proxy or in person at the Meeting,
your shares will not be voted.
If you own shares in
street name (i.e., you are a streets shareholder), meaning that your shares are held by a bank, brokerage firm, or other nominee, you
are then considered the "beneficial owner" of shares held in "street name," and as a result, this Proxy Statement,
the notice of Meeting and the proxy card will be provided to you by your bank, brokerage firm, or other nominee holding the shares. You
may provide voting instructions to them directly by returning a voting instruction form received from that institution. If you own Ordinary