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|August 14, 2013 3:47 p.m.|
|Leading Proxy Advisory Firms Recommend Vote in Favor of All Proposals for Teva Pharmaceutical's Annual Meeting|
Shareholders Reminded to Vote Promptly
Our Board of Directors unanimously recommends that shareholders vote for re-election of all director nominees and in favor of all other proposals. (See below regarding questions about a shareholder’s personal interest in certain matters.)
ISS, the largest proxy advisory service, provides voting analysis on more than 20,000 shareholder meetings per year to mutual funds, financial institutions and hedge funds. In its analysis regarding proposal 2b (approval of 2013 bonus objectives and payout terms for the CEO), ISS stated that the “proposed bonus policy appears to be reasonably structured” and regarding proposal 3 (approval of compensation policy), that the “proposed policy appears to be in line with local market practice, and ISS is not aware of any circumstances that would call its suitability into question.”
Under Israeli law, shareholders must indicate whether or not they have a “personal interest” in the proposal in order for their votes to be counted on proposals 2a and 2b (approval of the 2012 cash bonus and 2013 bonus objectives and payout terms for the CEO) and 3 (approval of the Company’s compensation policy). A shareholder would have a personal interest if, for example, he (or his spouse, relative or any of the other persons or entities described in pages 1-2 of the Company’s proxy statement, collectively, a “related party”) is the subject of the proposal, is covered by the policy or otherwise stands to personally gain from the proposal. An interest in the proposal arising solely as a shareholder is not considered a personal interest under Israeli law.
For example, if a shareholder is the CEO (or a related party of the CEO), the shareholder would have a personal interest in proposals 2a and 2b, regarding the CEO’s bonuses. Likewise, if the shareholder is a director or executive officer (or a related party of a director or executive officer), the shareholder would have a personal interest in proposal 3, regarding the Company’s compensation policy. Since the vast majority of the Company’s shareholders are not executive officers, directors or other office holders or related parties of such persons, the Company expects that the vast majority of shareholders do not have a personal interest in proposals 2(a), 2(b) and 3 and accordingly would vote NO where asked whether they have a personal interest in such proposal.
The Company encourages all shareholders to vote their shares promptly by phone, Internet, or by mailing their voting instruction card. Shareholders who need assistance or have questions should call the Company’s proxy solicitor,
Teva Pharmaceutical Industries Ltd.