EX-99.2 3 exhibit_99-2.htm EXHIBIT 99.2

Exhibit 99.2
MEDIWOUND LTD.
PROXY FOR THE 2024 ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 9, 2024
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby constitutes and appoints Yaron Meyer, Hani Luxenburg and/or Ofer Gonen, 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 May 29, 2024, at the 2024 Annual General Meeting of Shareholders of the Company (the “Meeting”) to be held at the offices of Latham & Watkins LLP, Conference Center, 1271 Avenue of the Americas, New York, New York 10020-1300, at 10:00 a.m. Eastern Daylight Time (EDT) on Tuesday, July 9, 2024, 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 2024 Annual General Meeting of Shareholders and Proxy Statement relating to the Meeting.
The undersigned acknowledges receipt of the Notice of 2024 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 any of the proposals, this Proxy will be voted “FOR” such proposals. 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)

2024 ANNUAL GENERAL MEETING OF SHAREHOLDERS OF
MEDIWOUND LTD.
JULY 9, 2024
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.equiniti.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 PROPOSALS 5, 6 AND 7.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR
VOTE IN BLUE OR BLACK INK AS SHOWN HERE ⌧

Directions Regarding Proposals 5, 6 and 7 BY EXECUTING AND SUBMITTING THIS PROXY CARD, YOU ARE DEEMED 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 5, 6 OR 7. 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 5, 6 and/or 7, you should contact Yaron Meyer at yaronm@Mediwound.com, who will instruct you how to submit your vote. In that case, your vote will count towards or against the ordinary majority required for the approval of Proposals 5, 6 and/or 7 (as applicable) but will not count towards or against the special majority required for the approval of that/those proposal(s). To change the address on your account, please check the box below and indicate your new address in the space below. Please note that changes to the registered name(s) on the account may not be submitted via this method. ☐ | 1. Re-election of the following director nominees: | FOR | AGAINST | ABSTAIN
(a) Nachum (Homi) Shamir | ☐ | ☐ | ☐
(b) Vickie R. Driver | ☐ | ☐ | ☐
(c) David Fox | ☐ | ☐ | ☐
(d) Shmuel (Milky) Rubinstein | ☐ | ☐ | ☐
(e) Stephen T. Wills | ☐ | ☐ | ☐
2.Re-appointment of Somekh Chaikin, a member firm of KPMG, as the Company’s independent registered public accounting firm and authorization of the Company’s Board of Directors to fix its remuneration | ☐ | ☐ | ☐
3. Approval of an updated package of annual equity grants to current and future Board members, valued at $100,000 for the Chairman of the Board and $60,000 for every other Board member | ☐ | ☐ | ☐
4. Approval of updated cash fees for current and future Board members | ☐ | ☐ | ☐
5. Approval of an increase to the annual base salary (cash) compensation of the Company’s Chief Executive Officer, Mr. Ofer Gonen | ☐ | ☐ | ☐
6. Approval of annual equity grants valued at $750,000, comprised of 80% options to purchase ordinary shares and 20% RSUs, to the Chief Executive Officer, Mr. Ofer Gonen | ☐ | ☐ | ☐
7. Approval of the payment of an annual cash bonus to the Company’s Chief Executive Officer, Mr. Ofer Gonen, in respect of his performance in 2023 | ☐ | ☐ | ☐

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.