CHEK Check Cap Ltd

Ratification and approval of the reappointment of Brightman Almagor Zohar & Co., Certified Public Accountants, a firm in the Deloitte Global Network, as the Company’s independent auditor for the year ending December 31, 2023 and for such additional period until the Company’s next annual general meeting of shareholders.

Approval and restatement of the Company’s Compensation Policy for Executive Officers and Directors.

The election of the following five directors as members of the Company’s board of directors, out of the ten director nominees proposed for election at the Meeting, each to serve until the Company’s next annual general meeting of shareholders and until their respective successors are duly elected and qualified: Idan Ben Shitrit, Avital Shafran, Jordan Lipton, William Vozzolo and Lilian Malczewski (collectively, the “Shareholder Director Nominees”).

Approval of the cash remuneration to be paid to the director nominees who are elected to serve as directors at the Meeting.

Approval of the Company’s entry into indemnification and exculpation agreements and to provide directors’ and officers’ liability insurance coverage to a Shareholder Director Nominee who is elected to serve at the Meeting.

Approval, pursuant to Section 320 of the Companies Law, of the merger of Capstone Merger Ltd., an Israeli company (“Israeli Merger Sub”) and a wholly-owned subsidiary of Capstone Dental Pubco, Inc., a Delaware corporation (“New Parent”) with and into Check-Cap, with Check-Cap surviving and becoming a wholly-owned subsidiary of New Parent, including approval of: (x) the Business Combination Agreement, dated as of August 16, 2023, by and among New Parent, Keystone Dental Holdings, Inc., a Delaware corporation (“Keystone”), Check-Cap, U.S. Merger Sub (as defined below) and Israeli Merger Sub (the “Business Combination Agreement”), pursuant to which, Capstone Merger Sub Corp., a Delaware corporation (“U.S. Merger Sub”), and wholly-owned subsidiary of New Parent, will merge (the “U.S. Merger”) with and into Keystone, with Keystone surviving as a wholly-owned subsidiary of New Parent, and Israeli Merger Sub will merge (the “Israeli Merger”) with and into Check-Cap, with Check-Cap surviving, and each of U.S. Merger Sub and Israeli Merger Sub will cease to exist, and (y) all other transactions and arrangements to which Check-Cap is a party contemplated by the Business Combination Agreement, a copy of which was attached as Exhibit 99.1 to the Company’s Form 6-K furnished to the U.S. Securities and Exchange Commission on August 17, 2023.

Authorization of the Company’s Board of Directors to determine to effect a reverse share split of the Company’s ordinary shares within a range of 1 for 2 to 1 for 5, the exact ratio to be determined by the Company’s Board of Directors, to be effective on a date to be determined by our Board of Directors and announced by the Company, and to approve the amendment of our Articles of Association to reflect any such reverse share split (if implemented).