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29 Abba Hushi Avenue
AMENDED NOTICE OF EXTRAORDINARY
GENERAL MEETING OF SHAREHOLDERS
On March 20, 2024, Check-Cap Ltd. ("Check-Cap,"
the "Company," "we," or "our") announced an Extraordinary General Meeting of Shareholders (the "Meeting")
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.
The Company is amending the Notice of Extraordinary
General Meeting of Shareholders and the Proxy Statement for the Meeting (the "Proxy Statement"), to reflect the addition of
a proposal to approve Fahn Kanne & Co., a member firm within Grant Thornton ("Fahn Kanne"), as the independent auditor
of the Company for the year ended December 31, 2023, and for such additional period until the next General Meeting of Shareholders of
the Company, and to approve the Board of Directors' authority to determine Fahn Kanne's compensation (we refer to this proposal
as the "Engagement of the Independent Auditor Proposal"). No changes have been made to Proposals 1 through 8 set forth in
the Proxy Statement.
Accordingly, at the Meeting, you will be asked to consider and vote
We are currently not
aware of any other matters that will come before the Meeting. If any other matters are presented properly at the Meeting, the persons
designated as proxies intend to vote upon such matters in accordance with their best judgment.
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
for Proposal 1 to Proposal 8 and the proxy card received by such shareholders will only include Proposals 1 to 8. Only shareholders
of record at the close of business on April 8, 2024, are entitled to notice of and to vote at the Meeting or at any adjournment thereof
for Proposal 9 and the proxy card received by such shareholders will only include Proposal 9. 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.
OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" PROPOSAL 1 TO PROPOSAL 9.
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.
Approval of the Proposals
vote is very important, regardless of the number of ordinary shares that you own. Each ordinary share entitles the holder to
1 - CFO Compensation Proposal: The affirmative vote of the holders of a majority of the ordinary shares
represented at the Meeting, in person or by proxy, and entitled to vote and voting on the matter, is required to approve Proposal 1.
2 - CEO Compensation Proposal: The affirmative vote of the holders of a majority of the ordinary shares
represented at the Meeting, in person or by proxy, and entitled to vote and voting on the matter, is required to approve Proposal 2.
4, 5, 6, 7 - Board Ratification and Approval of Appointment Proposals:
The five director nominees to be appointed to the Company's Board (each, a "Director Nominee") shall be voted on separately.
Each Director Nominee shall be elected by the affirmative vote of the holders of the majority of the ordinary shares represented at the
Meeting, in person or by proxy, entitled to vote and voting on the matter.
8 - Board Member Removal Proposal: The affirmative vote of the holders of a majority of the ordinary shares
represented at the Meeting, in person or by proxy, and entitled to vote and voting on the matter, is required to approve Proposal 8.
9 - Engagement of the Independent Auditor Proposal: The affirmative vote of the holders of a majority of
the ordinary shares represented at the Meeting, in person or by proxy, and entitled to vote and voting on the matter, is required to approve
In accordance with the
Israeli Companies Law and regulations promulgated thereunder, any shareholder may submit to us a position statement on its behalf, expressing
its position on an agenda item for the Meeting to our offices, Check-Cap Building, 29 Abba Hushi Avenue, P.O. Box 1271, Isfiya, 3009000,
Israel, Attention: Paul Medeiros, Chairman of the Board, or by facsimile to +972-4-8211267, no later than April
15, 2024, at 9:00 a.m. Eastern time.
The Proxy Statement describing the proposals and
the accompanying proxy card will be filed with the U.S. Securities and Exchange Commission (the "SEC") and mailed to shareholders.
Once filed, shareholders may also review the Proxy Statement as well as the accompanying proxy card, via the website of the SEC at www.sec.gov/edgar
and detailed voting instructions are provided both in the Proxy Statement and the accompanying proxy card.
you have any questions about this Notice or the Meeting or need assistance voting at the Meeting, please contact our proxy solicitor:
+1-212-929-5500(International)
behalf of Check-Cap's Board of Directors, I thank you for your support and appreciate your consideration of these matters.
| Sincerely, | |
| /s/ Paul Medeiros | |
| Paul Medeiros | |
| Chairman of the Board of Directors | |
| April 4, 2024 |
AMENDED PROXY STATEMENT
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 and "FOR" Proposal 9.
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
for Proposal 1 to Proposal 8 and the proxy card received by such shareholders will only include Proposals 1 to 8. Only shareholders
of record at the close of business on April 8, 2024, are entitled to notice of and to vote at the Meeting or at any adjournment thereof
for Proposal 9 and the proxy card received by such shareholders will only include Proposal 9. 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