SOL-GEL TECHNOLOGIES LTD.
7 Golda Meir St., Weizmann Science Park, Ness Ziona, 7403650, Israel
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 8, 2020
Dear Sol-Gel Technologies Ltd. Shareholders:
We cordially invite you to attend a Special Meeting of Shareholders, or the Meeting, of Sol-Gel Technologies Ltd.,
or the Company, to be held at 5:00 pm (Israel time) on Wednesday, April 8, 2020, at our offices at 7 Golda Meir St., Weizmann Science Park, Ness Ziona, Israel.
The Meeting is being called for the following purpose:
To approve a private placement to Arkin Dermatology Ltd., the Company’s controlling shareholder; and
To approve an amendment to the 2014 Share Incentive Plan to increase the maximum number of ordinary shares of the Company
reserved for issuance thereunder by 912,230 ordinary shares.
The Company is currently 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.
Our Board of Directors unanimously recommends that you vote in favor of each of the above proposals, which are
described in the Proxy Statement that will be provided.
Shareholders of record at the close of business on Monday, March 2, 2020 are entitled to notice of and to vote at the Meeting.
Whether or not you plan to attend the Meeting, it is important that your shares be represented and voted at the
Meeting. Accordingly, after reading the Notice of Special Meeting of Shareholders and Proxy Statement that will be provided, please mark, date, sign and mail the proxy or voting instruction form as promptly as possible. If voting by mail, the proxy
must be received by Broadridge Financial Solutions, Inc. ("Broadridge") or at our registered office at least 48 hours (or such shorter period as
the Chairman of the Meeting may determine) prior to the appointed time of the Meeting to be validly included in the tally of ordinary shares voted at the Meeting. An earlier deadline may apply to receipt of your voting instruction form, if
indicated therein. Detailed proxy voting instructions will be provided both in the Proxy Statement and on the proxy card and voting instruction form. Proxies may also be executed electronically via www.proxyvote.com by utilizing the control number
sent to you. Shareholders who hold their shares in street name may be able to utilize the control number sent to them to submit their voting instruction to their brokers, trustees or nominees by other means, if so indicated on their voting
instruction form. An electronic copy of the enclosed proxy materials will also be available for viewing at http://ir.sol-gel.com/.
Sol-Gel Technologies Ltd.
February 26, 2020