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MDWD MediWound

Filed: 5 May 21, 4:15pm

Exhibit 99.2
 
MEDIWOUND LTD.
 
PROXY FOR THE 2021 ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 15, 2021

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
 
The undersigned hereby constitutes and appoints Yaron Meyer and/or Boaz Gur-Lavie and each of them, the true and lawful attorneys, agents and proxies of the undersigned, with full power of substitution to each of them, to represent and to vote, on behalf of the undersigned, all of the ordinary shares of MediWound Ltd. (the “Company”), held of record in the name of the undersigned at the close of business on Friday, May 7, 2021, at the 2021 Annual General Meeting of Shareholders of the Company (the “Meeting”) to be held at the Company's offices, 42 Hayarkon St., Yavne 8122745, Israel, at 5:00 p.m. (Israel time) on Tuesday, June 15, 2021, and at any and all adjournments or postponements thereof on the matters listed on the reverse side, which matters are more fully described in the Notice of 2021 Annual General Meeting of Shareholders and Proxy Statement relating to the Meeting.

The undersigned acknowledges receipt of the Notice of 2021 Annual General Meeting of Shareholders and Proxy Statement of the Company relating to the Meeting.

This Proxy, when properly executed, will be voted in the manner directed herein by the undersigned.  If no direction is made with respect to Proposals 1, 2, 3, 5 and 6, this Proxy will be voted “FOR” each such proposal.  If no direction is made with respect to Proposals 4, 7, 8 or 9, the undersigned will be deemed to have abstained from voting on any such proposal(s), unless the undersigned confirms on the reverse side whether the undersigned possesses a conflict of interest (referred to as a “personal interest” under the Israeli Companies Law) in the approval of those proposals—in which case this proxy will be voted “FOR” those proposals as well.  This proxy will furthermore be voted in such manner as the holder of the proxy may determine with respect to any other business as may properly come before the Meeting or any and all adjournments or postponements thereof. Any and all proxies heretofore given by the undersigned are hereby revoked.

(Continued and to be signed on the reverse side)



ANNUAL GENERAL MEETING OF SHAREHOLDERS OF
 
MEDIWOUND LTD.
 
June 15, 2021
 
GO GREEN
e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy
material, statements and other eligible documents online, while reducing costs, clutter and
paper waste. Enroll today via www.amstock.com to enjoy online access

NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL:
The Notice of Meeting, proxy statement and proxy card
are available at - http://ir.mediwound.com/financial-information/annual-reports

Please date, sign and mail your proxy card in the
envelope provided as soon as possible.

↓Please detach along perforated line and mail in envelope.↓

 
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE PROPOSALS.  PLEASE SEE THE INSTRUCTIONS BELOW REGARDING ITEMS 4A, 7A, 8A AND 9A RELATING TO PROPOSALS 4, 7, 8 AND 9.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.  PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE ⌧

Directions (Items 4A, 7A, 8A and 9A)

PLEASE BE CERTAIN TO FILL IN THE BOXES “FOR” EACH OF ITEMS 4A, 7A, 8A AND 9A OPPOSITE TO CONFIRM THAT YOU ARE NOT A CONTROLLING SHAREHOLDER AND DO NOT HAVE A CONFLICT OF INTEREST (REFERRED TO AS A “PERSONAL INTEREST” UNDER THE ISRAELI COMPANIES LAW) IN THE APPROVAL OF PROPOSALS 4, 7, 8 AND 9, RESPECTIVELY.

If you believe that you, or a related party of yours, has such a conflict of interest, or if you are a controlling shareholder, and you wish to participate in the vote on Proposals 4, 7, 8 and/or 9, you should check the box “AGAINST” Items 4A, 7A, 8A and/or 9A (as applicable). In that case, your vote will count towards or against the ordinary majority required for the approval of Proposals 4, 7, 8 and/or 9 (as applicable) but will not count towards or against the special majority required for the approval of those proposals.

IF YOU DO NOT INDICATE WHETHER OR NOT YOU ARE A CONTROLLING SHAREHOLDER AND/OR HAVE A CONFLICT OF INTEREST IN ITEMS 4A, 7A, 8A OR 9A, YOUR VOTE WILL NOT BE COUNTED AT ALL FOR PROPOSALS 4, 7, 8 AND/OR 9 (AS APPLICABLE).

To change the address on your account, please check the box at the right and indicate your new address in the space above. Please note that changes to the registered name(s) on the account may not be submitted via this method.
 
  FORAGAINSTABSTAIN
 1.Re-election of the following six incumbent directors:   
 (a)  Mr. Stephen T. Wills
 (b)  Mr. Ofer Gonen
 (c)  Mr. Assaf Segal
 (d)  Mr. David Fox
 (e)  Mr. Sam Moed
 (f)  Dr. Vickie R. Driver
 2.
Approval of the appointment of Somekh Chaikin, a member firm of KPMG, as the Company’s independent registered public accounting firm, and authorization of the Board of Directors to fix their remuneration
 
 
 3.Approval of an amendment to the form of indemnification letter to which the Company is party with its current and future directors and executive officers:

 4.Approval of renewed director and officer (D&O) insurance policy

 4A.The undersigned hereby confirms that he, she or it is not a controlling shareholder and does not have a conflict of interest in the approval of Proposal 4 [MUST COMPLETE]


 
 5.Approval of an amendment to the Company's Articles of Association (the “Articles”) that sets the forum for adjudication of disputes under the Articles ☐
 6.Approval of grants of options to purchase 22,500 ordinary shares and 3,750 RSU's for the Executive Chairman of the Board, and options to purchase 11,250 ordinary shares and 1,875 RSUs for each of the other directors.


 7.
Approval of renewal of the Registration Rights Agreement to which the Company is party with certain of its affiliated shareholders



 7A.The undersigned hereby confirms that he, she or it is not a controlling shareholder and does not have a conflict of interest in the approval of Proposal 7 [MUST COMPLETE]
 
 8.
Approval of annual cash bonus to CEO (Sharon Malka) for his performance in 2020
 


 8A.The undersigned hereby confirms that he, she or it is not a controlling shareholder and does not have a conflict of interest in the approval of Proposal 8 [MUST COMPLETE] ☐
 
 9.Approval of equity grant to CEO (Sharon Malka) ☐ ☐
 9A.
The undersigned hereby confirms that he, she or it is not a controlling shareholder and does not have a conflict of interest in the approval of Proposal 9 [MUST COMPLETE]
 


Signature of shareholder   Date   Signature of shareholder   Date 

Note:
Please sign exactly as your name or names appear on this Proxy.  When shares are held jointly, each owner should sign.  When signing as executor, administrator, attorney, trustee or guardian, please give full title as such.  If the signer is a corporation, please sign full corporate name by a duly authorized officer, giving full title as such.  If the signer is a partnership, please sign in partnership name by authorized person.