Full Press Release Details
GENERAL MEETING OF SHAREHOLDERS TO BE
ON DECEMBER 30, 2024
the shareholders of Intercure Ltd.:
is hereby given that an Annual General 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 & Amit Gross, at 7 Metsada St., B.S.R
Tower 4, Bnei Brak, Israel on December 30, 2024 at 4:00 p.m. (Israel Time).
agenda of the Meeting will be as follows:
shareholders at the close of business on December 2, 2024 shall be entitled to notice of, and to vote at, the Meeting and any adjournment
or postponement thereof. You are cordially invited to attend the Meeting in person.
you are unable to attend the Meeting in person, you are requested to complete, date and sign the enclosed proxy and to return it promptly
in the pre-addressed envelope provided. Shareholders who attend the Meeting may revoke their proxies and vote their shares in person.
| By Order of the Board of Directors | |
| /s/ Amos Cohen | |
| Amos Cohen, Chief Financial Officer | |
| November 25, 2024 |
Medinat ha-Yehudim Street
ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE
ON DECEMBER 30, 2024
Proxy Statement is furnished to our holders of ordinary shares, no par value, in connection with Annual General Meeting of Shareholders,
to be held on December 30, 2024 at 4:00 p.m. Israel time at the offices of the Company's attorneys, Doron Tikotzky Kantor Gutman
& Amit Gross., at 7 Metsada St., B.S.R Tower 4, Bnei Brak, Israel, or at any adjournments thereof.
this Proxy Statement, we use terms such as "Intercure", "we", "us", "our" and the "Company"
to refer to Intercure Ltd. and terms such as "you" and "your" to refer to our shareholders.
agenda of the annual meeting will be as follows:
Barak, Alexander Rabinovich, David Salton, and Alon Granot
currently are unaware of any other matters that may be raised at the Meeting. Should any other matters be properly raised at the Meeting,
the persons designated as proxies shall vote according to their own judgment on those matters.
Board of Directors unanimously recommends that you vote "FOR" all items.
the holders of record of ordinary shares ("Ordinary Shares") of the Company as at the close of business on December
2, 2024, (the "Record Date") shall be entitled to receive notice of and attend the Meeting and any adjournment thereof.
You are also entitled to notice of the Meeting and to vote at the Meeting if you held Ordinary Shares through a bank, broker or other
nominee that is one of our shareholders of record at the close of business on December 2, 2024, or which appeared in the participant
listing of a securities depository on that date.
quorum shall be the presence of at least two (2) shareholders who hold at least twenty five percent (25%) of the voting rights (including
through a proxy or voting instrument) within one half hour from the time the meeting was designated to start. If within half an hour
from the time designated for the Meeting a quorum is not present, the Meeting will stand adjourned to the same day in the following week,
at the same time and place. If a quorum is not present at the adjourned meeting within half hour from the time designated for its start,
the meeting shall take place with any number of participants. This notice will serve as notice of such reconvened meeting if no quorum
is present at the original date and time and no further notice of the reconvened meeting will be given to shareholders.
all matters considered at the Meeting, abstentions and broker non-votes will not be treated as either a vote "for" or "against"
the matter, although they will be counted to determine if a quorum is present. Broker non-votes occur when brokers that hold their customers'
shares in street name sign and submit proxies for such shares and vote such shares on some matters but not on others. This occurs when
brokers have not received any instructions from their customers, in which case the brokers, as the holders of record, are permitted to
vote on "routine" matters, but not on non-routine matters.
or unreturned proxies, including those not returned by banks, brokers, or other record holders, will not be counted for quorum or voting
Required for Approval of the Proposals
Ordinary Share issued and outstanding as of the close of business on the Record Date is entitled to one vote at the Meeting. As of the
close of business on November 24, 2024, 45,765,420 Ordinary Shares were issued and outstanding.
1 to 5 to be presented at the annual meeting require the affirmative vote of holders of at least a majority of the voting power represented
and voting on such proposal in person or by proxy on the matter presented for passage.
you provide specific instructions (mark boxes) with regard to certain proposals, your shares will be voted as you instruct. If you sign
and return your proxy card or voting instruction form without giving specific instructions, your shares will be voted in accordance with
the recommendations of our Board of Directors. The proxy holders will vote in their discretion on any other matters that properly come
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, such as Proposal 5 (the approval of the appointment of our independent
registered public accounting firm and authorization of our audit committee to fix such accounting firm's compensation), as your
broker will not be permitted to vote your shares in their discretion on any proposal at the meeting. For all proposals, a broker may
only vote in accordance with instructions from a beneficial owner of shares.
by Holders of Ordinary Shares
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).
Proxies submitted by registered
shareholders and street shareholders (by returning the proxy card) must be received by us no later than 11:59 p.m., Eastern Time, on December
27, 2024, to ensure your representation at our Meeting.
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 Equiniti Trust Company, LLC ("Equiniti")
(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 Equiniti. 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.
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 Shares in street name and attend the Meeting in person, you must obtain a "legal proxy" from the bank,
brokerage firm, or other nominee that holds your shares in order to vote your shares at the Meeting and present your voting information
card and subject to our right to convert to a virtual only meeting format.
shareholders may revoke their proxy or change voting instructions before shares are voted at the Meeting by submitting a written notice
of revocation to our Chief Financial Officer at amos@Intercure.co or Intercure Ltd., 85 Medinat ha-Yehudim Street, Herzliya, 4676670,
Israel, or a duly executed proxy bearing a later date (which must be received by us no later than the date set forth below) or by attending
the Meeting and voting in person. A beneficial owner owning Ordinary Shares in street name may revoke or change voting instructions by
contacting the bank, brokerage firm, or other nominee holding the shares or by obtaining a legal proxy from such institution and voting
in person at the Meeting. If you are not planning to attend in person, to ensure your representation at our Meeting, revocation of
proxies submitted by registered shareholders and street shareholders (by returning a proxy card) must be received by us no later than
11:59 p.m., Eastern Time, on December 27, 2024.
the extent you would like to submit a position statement with respect to any of proposals described in this proxy statement pursuant
to the Companies Law, 1999, you may do so by delivery of appropriate notice 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, not later than ten
days before the convening of the Meeting (i.e. December 20, 2024). Response of the Board to the position statement may be submitted not
later than five days after the deadline for sending the position statement (i.e. December 25, 2024).
of Soliciting Votes for the Meeting
will bear the cost of soliciting proxies from our shareholders. Proxies will be solicited by mail and may also be solicited in person,
by telephone or electronic communication, by our directors, officers and employees. We will reimburse brokerage houses and other custodians,
nominees and fiduciaries for their expenses in accordance with the regulations of the SEC concerning the sending of proxies and proxy
material to the beneficial owners of our shares.
of the proxy card and voting instruction card, the Notice of the Annual Meeting and this Proxy Statement are available at the "Investor
Information" portion of our website, http://www.Intercure.com/. The contents of that website are not a part of this Proxy