Full Press Release Details
OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 15, 2022
IS HEREBY GIVEN that an annual and special meeting (the "Meeting") of the shareholders of Intercure Ltd. (the
"Company") will be held at the offices of the Company's attorneys, Doron Tikotzky Kantor Gutman Nass & Amit
Gross, at 7 Metsada St., B.S.R Tower 4, Bnei Brak, Israel at 3:00 p.m. (Israel Time), Thursday, September 15, 2022.
agenda of the Meeting, as more particularly described in the accompanying management information circular dated as of August 10, 2022
(the "Circular"), will be as follows:
| 1. | To recieve the financial statements of the Company and the auditors' report thereon, for the year ended December 31, 2021. | |
| 2. | To reelect members of the board of directors of the Company (the " Board ") for the ensuing year. | |
| 3. | To consider and, if deemed appropriate, to pass, with or without variation, an ordinary resolution to affirm, ratify and approve the adoption of the Company's Israeli Option Plan (the " Option Plan ") as more particularly described in the Circular. | |
| 4. | To consider and, if deemed appropriate, to pass, with or without variation, an ordinary resolution to affirm, ratify and approve the extension of the exercise period of an aggregate of 1,030,325 stock option awards (" Options ") granted to Ehud Barak, the Chairman of the Board under the Company's Israeli Shares and Options Allotment Plan (the " Shares and Options Allotment Plan ") for a period of three (3) years so that they may be exercised at any time until December 31, 2026. | |
| 5 | To consider and, if deemed appropriate, to pass, with or without variation, an ordinary resolution to affirm, ratify and approve the award of Options granted under the Shares and Options Allotment Plan on August 31, 2021. | |
| 6. | To consider and, if deemed appropriate, to pass, with or without variation, an ordinary resolution to affirm, ratify and approve the Options granted to Alexander Rabinovitch, the Chief Executive Officer of the Company under the Shares and Options Allotment Plan on June 21, 2022. | |
| 7. | To consider and, if deemed appropriate, to pass, with or without variation, an ordinary resolution to affirm, ratify and approve the compensation increase for the Chief Executive Officer of the Company. | |
| 8. | To transact such other business as may properly be brought before the Meeting or any adjournment thereof. |
specific details of the matters to be put before the Meeting as identified above are set forth in the accompanying Circular, a copy of
which will be available on the Company's SEDAR profile at www.sedar.com.
shareholders whose names have been entered in the register of shareholders at the close of business on August 11, 2022 (the "Record
Date") are entitled to notice of, and to vote at, the Meeting and any adjournment or postponement thereof.
may attend the Meeting in person or may be represented by proxy. Registered shareholders are encouraged to vote by proxy by following
the instructions provided in the enclosed form of proxy and in the Circular. In order to be valid for use at the Meeting, proxies must
be deposited not less than 48 hours, excluding Saturdays, Sundays and holidays, prior to the time set for the Meeting or any adjournment(s)
or postponement(s) thereof. The deadline for the deposit of proxies may be waived or extended by the chair of the Meeting at his or her
discretion without notice. Shareholders who attend the Meeting may revoke their proxies and vote their shares in person.
beneficial owners who hold shares in Canada or the United States, whose ordinary shares are registered in the name of a broker, securities
dealer, bank, trust company or similar entity (an "Intermediary") should carefully follow the voting instructions
provided by their Intermediary.
owners who hold ordinary shares through members of the Tel Aviv Stock Exchange (the "TASE") may either vote their
shares in person at the Meeting by presenting a certificate signed by the TASE Clearing House member through which the shares are held,
which complies with the Israel Companies Regulations (Proof of Ownership for Voting in General Meetings)-2000 as proof of ownership of
the shares on the record date, or send such certificate along with a duly executed proxy (in the form filed by us on MAGNA, the distribution
site of the Israeli Securities Authority, at www.magna.isa.gov.il), to us at 85 Medinat ha-Yehudim Street, Herzliya, 676670, Israel,
Attention: Chief Financial Officer.
at Herzliya, Israel, this 10th day of August, 2022
| By Order of the Board of Directors | |
| /s/ Alexander Rabinovitch | |
| Alexander Rabinovitch Chief Executive Officer |
Medinat ha-Yehudim Street
Herzliya, 4676670, Israel
INFORMATION CIRCULAR
A GENERAL AND SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 15, 2022
management information circular ("Circular") is furnished in connection with the solicitation of proxies by or on
behalf of management of the Company. The form of proxy which accompanies this Circular (the "Proxy") is for use at
the annual and special meeting (the "Meeting") of holders ("Shareholders") of ordinary shares of
the Company (the "Ordinary Shares") to be held on Thursday, September 15, 2022, at 3:00 p.m. Israel time at the offices
of the Company's attorneys, Doron Tikotzky Kantor Gutman Nass & Amit Gross., at 7 Metsada St., B.S.R Tower 4, Bnei Brak, Israel,
or at any adjournments thereof.
this Circular, we use terms such as "Intercure," "we", "us", "our" and the "Company"
to refer Intercure Ltd. and terms such as "you" and "your" to refer to our Shareholders.
Shareholders at the close of business on August 11, 2022 shall be entitled to receive notice of and to vote at the Meeting.
can vote your Ordinary Shares by attending the Meeting. If you do not plan to attend the Meeting, the method of voting will differ for
Shareholders who hold Ordinary Shares in Israel, Canada and the United States (as described below).
Information for Shareholders Who Hold Ordinary Shares in Israel
who hold Ordinary Shares in Israel can vote their Ordinary Shares by attending the Meeting. If you do not plan to attend the Meeting,
the method of voting will differ for shares held as a record holder and shares held in "street name" (through a Tel Aviv
Stock Exchange ("TASE") member). Record holders of shares will receive proxy cards. Holders of shares in "street
name" through a TASE member will also vote via a proxy card, but through a different procedure (as described below).
you are a shareholder of record, you can submit your vote by completing, signing and submitting a proxy card, which has been published
at www.magna.isa.gov.il, to the Company's office at 85 Medinat ha-Yehudim Street, Herzliya, 4676670, Israel.
follow the instructions on the proxy card.
in Israel Holding in "Street Name" through the TASE
you hold ordinary shares in "street name," that is, through a bank, broker or other nominee that is admitted as a member
of the TASE, your shares will only be voted if you provide instructions to the bank, broker or other nominee as to how to vote, or if
you attend the Meeting in person.
voting by mail, you must sign and date a proxy card in the form filed by us on MAGNA on August 11, 2022 and attach to it a certificate
signed by the TASE Clearing House member through which the shares are held, which complies with the Israel Companies Regulations (Proof
of Ownership for Voting in General Meetings)-2000 as proof of ownership of the shares on the record date, and return the proxy card,
along with the proof of ownership certificate, to the offices of our attorneys, Doron Tikotzky Kantor Gutman Nass & Amit Gross. (Attention:
Ronen Kantor, Adv.) located at 7 Metsada st., B.S.R Tower 4, Bnei Brak, Israel, as described in the instructions available on MAGNA.
you choose to attend the Meeting (where ballots will be provided), you must bring the proof of ownership certificate from the TASE's
Clearing House member through which the shares are held, indicating that you were the beneficial owner of the shares on the record date.
Information for Shareholders Who Hold Ordinary Shares in Canada or the United States
who hold Ordinary Shares in Canada or the United States can vote their Ordinary Shares by attending the Meeting. If you do not plan to
attend the Meeting, the method of voting will differ for registered and beneficial holders of Ordinary Shares (as described below).
Shareholders in Canada or the United States
holders of Ordinary Shares ("Registered Shareholders") may vote at the Meeting or may give another person authority
to vote at the Meeting on their behalf by appointing a proxyholder. Registered Shareholders must complete, date and sign the Proxy form
and return it to the Company's transfer agent, TSX Trust Company, either: (a) by internet voting at www.tsxtrust.com/vote-proxy
(b) by fax to 416-368-2502, toll free in Canada and the United States of America at 1-866-781-3111; (c) by mail to Proxy Department,
TSX Trust Company, P.O. Box 721, Agincourt, Ontario M1S 0A1; or (d) scan the completed and signed Proxy and email it to proxyvote@tmx.com.
To be valid, Registered Shareholders must ensure the proxy is received at least 48 hours (excluding Saturdays, Sundays and statutory
holidays) before the Meeting or the adjournment thereof at which the Proxy is to be used.
Shareholders in Canada or the United States
information set forth in this section is of significant importance if you do not hold Ordinary Shares in your own name. You are a
non-registered shareholder or "Beneficial Shareholder" if your shares are held by a nominee, that is, if your Ordinary
Shares have been deposited with or held by a bank, a trust company, an investment dealer, a stock broker, a trustee or any other institution.
applicable securities legislation, a beneficial owner of securities is a "non-objecting beneficial owner" (or "NOBO")
if such beneficial owner has, or is deemed to have, provided instructions to the intermediary holding the securities on such beneficial
owner's behalf not objecting to the intermediary disclosing ownership information about the beneficial owner in accordance with
said legislation, and a beneficial owner is an "objecting beneficial owner" (or "OBO") if such beneficial
owner has or is deemed to have provided instructions objecting to the same.
you are a NOBO, you received these materials from your intermediary or its agent, and your intermediary is required to seek your instructions
as to the manner in which to exercise the voting rights attached to your shares. The voting instruction form that is sent to a NOBO by
the intermediary or its agent contains an explanation as to how you can exercise the voting rights attached to your shares, including
how to appoint yourself as proxyholder so you can vote at the Meeting. Please read such instructions carefully in order to ensure that
your shares are voted at the Meeting.
you are an OBO, you received these materials from your intermediary or its agent, and your intermediary is required to seek your instructions
as to the manner in which to exercise the voting rights attached to your shares. The Company will not be paying for intermediaries to
deliver to OBOs the proxy-related materials and the relevant voting instruction form. Accordingly, OBOs will not receive copies of the
proxy-related materials and related documents unless the OBO or their intermediary assumes the cost of delivery. The voting instruction
form that is sent to an OBO by the intermediary or its agent should contain an explanation as to how you can exercise the voting rights
attached to your shares, including how to appoint yourself as proxyholder so you can vote at the Meeting. Please read such instructions
carefully in order to ensure that your shares are voted at the Meeting.
Shareholders who have not duly appointed themselves as proxyholder will not be able to vote at the Meeting and may only attend as a guest.
If you are a Beneficial Shareholder and wish to vote at the Meeting, you have to appoint yourself as proxyholder, by inserting your own
name in the Appointee Section of the voting instruction form you received, returning the completed form in the envelope provided, via
facsimile or the internet, and following all of the applicable instructions provided by your intermediary.
appointing "proxies", Shareholders may vote at the Meeting whether or not they attend. If a properly executed proxy in the