🧾 What This Document Is

This is a Notice of Annual General Meeting and Proxy Statement for MediWound Ltd. In simple terms, it's an official invitation and instruction manual for the company's shareholders. It tells them when and where the yearly meeting is, what decisions need to be voted on, and how to cast their votes. Shareholders need this to exercise their ownership rights.

🏢 What The Company Does

👉 In simple terms, MediWound is a biopharmaceutical company focused on developing and manufacturing therapies for severe burns and wound healing. They are based in Israel and develop products like their lead drug, NexoBrid, which is used for treating deep burn injuries. They operate in the specialized medical field of tissue repair.

🗳️ The Big Three Proposals to Vote On

The meeting on May 6, 2026, has three main items for shareholders to approve:

Re-elect the Board: Shareholders will vote to re-appoint five current directors: Nachum Shamir, Vickie R. Driver, David Fox, Shmuel (Milky) Rubinstein, and Stephen T. Wills. They serve until the next annual meeting.
Re-appoint the Auditor: They will vote to rehire Somekh Chaikin (a KPMG member firm) as their independent accounting firm for 2026 and set their pay.
Approve the CEO's Bonus: A special vote to approve a 2025 annual cash bonus for CEO Ofer Gonen. This has extra rules (see next section).

👉 The Board unanimously recommends voting "FOR" all three proposals.

⚖️ The Special Rules for the CEO's Bonus (Proposal 3)

This is the most complex part. Under Israeli law, approving the CEO's bonus requires more than a simple majority vote.

The Special Majority Requirement: The vote must also meet one of two extra conditions focused on "disinterested" shareholders (those who aren't controlling owners or have a conflict of interest):
- Option A: A majority of shares held by these disinterested shareholders vote "FOR."
- Option B: No more than 2% of the company's total voting power is voted "AGAINST" by these disinterested shareholders.

👉 Why it matters: This rule is designed to prevent the CEO's pay from being approved solely by insiders or parties with a conflict. It ensures a fairer, more independent shareholder vote on executive compensation.

📊 Who Owns MediWound? (Key Shareholders)

As of March 30, 2026, with 12,852,255 shares outstanding, here are the major players:

Top Shareholders (not management):
- Clal Biotechnology Industries Ltd. & affiliates: 11.3%
- HOLD Alapkezelo Zrt.: 8.1%
- Rosalind Advisors, Inc. & affiliates: 7.0%
- Mölnlycke Health Care: 6.8%
Directors & Officers as a group (10 people): Own 6.05% of the company combined.
CEO Ofer Gonen personally owns 2.11% (275,424 shares).

📅 Key Voting Deadlines & How To Vote

Record Date: You must own shares by the close of business on March 31, 2026, to vote.
Meeting: 10:00 a.m. EDT, Wednesday, May 6, 2026, at Latham & Watkins LLP in New York.
Voting Methods:
- By Proxy (in advance): Complete and return your proxy card.
  - Deadline for mailed cards: Received by 11:59 p.m. EDT on May 5, 2026.
  - Alternative: Email a copy to Yaron Meyer ([email protected]) or fax to +972-77-971-4111.
- Online: Go to www.proxyvote.com (use your control number) by 11:59 p.m. EDT on May 5, 2026.
- In Person: Attend the meeting.

👉 Crucial Note on Proposal 3: By voting via the standard proxy card or website, you automatically confirm you are not a controlling shareholder and have no conflict of interest regarding the CEO bonus. If you believe you are such a conflicted or controlling shareholder, you must not vote the standard proxy. You must contact Yaron Meyer for special instructions.

🧠 The Analogy

Think of this meeting like a Homeowners Association (HOA) annual meeting. The company is the condo building. The shareholders are the homeowners. They're gathering to:

Vote to keep the current HOA board members (the Directors).
Vote to keep the same accounting firm that audits the building's finances.
Hold a special vote to approve the building manager's (CEO's) performance bonus, with extra rules to make sure renters or the manager's friends can't sway the vote unfairly.

📇 Key Contacts & People

For Voting Questions & Conflict of Interest Instructions: Yaron Meyer, Executive Vice President, General Counsel and Corporate Secretary
- Email: [email protected]
- Fax: +972-77-971-4111
Company Address: 42 Hayarkon Street, Yavne 8122745, Israel
Company Phone: +972-77-971-4100
Chairman of the Board: Nachum Shamir

🧩 Final Takeaway

This document is your shareholder toolkit for MediWound's 2026 annual meeting. The core task is to vote on the company's leadership, auditor, and—most notably—the CEO's bonus under special legal safeguards. Your vote directly influences corporate governance, so use the deadlines and instructions provided.

MediWound Ltd. — 6-K Filing