Exhibit 99.1

Intec Pharma Ltd.

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

To be held on June 28, 2018

Notice is hereby given that the annual general meeting of shareholders of Intec Pharma Ltd. (the “ Company ”), will be held at the offices of Meitar Liquornik Geva Leshem Tal, 16 Abba Hillel Silver Rd. Ramat Gan 52506, Israel on Thursday, June 28, 2018, at 4:00 p.m. Israel time (the telephone number at that address is +972-3-610-3100), or at any adjournments thereof (the “ Meeting ”), for the following purpose:

In addition, at the Meeting, the shareholders of the Company will be requested to consider the Company’s audited financial statements for the year ended December 31, 2017.

The approval of each of the Proposals requires the affirmative vote of the Company’s shareholders holding at least a majority of the Company’s ordinary shares, no par value (the “ Shares ”), present, in person or by proxy, and voting on the matter.

The approval of Proposal No. 4 and, in the event Proposal No. 4 is not approved, the approval of Proposal No. 5, is also subject to the fulfillment of one of the following additional voting requirements:

For this purpose, a “ controlling shareholder ” is any shareholder that has the ability to direct the Company’s activities (other than by means of being a director or office holder of the Company), including a person who holds 25% or more of the voting rights in the general meeting of the Company if there is no other person who holds more than 50% of the voting rights in the company; for the purpose of a holding, two or more persons holding voting rights in the Company each of which has a personal interest in the approval of the transaction being brought for approval of the company shall be considered to be joint holders. A person is presumed to be a controlling shareholder if it holds or controls, by himself or together with others, one half or more of any one of the “means of control” of a company. “ Means of control ” is defined as any one of the following: (i) the right to vote at a general meeting of a company, or (ii) the right to appoint directors of a company or its chief executive officer. A “ personal interest ” of a shareholder in an action or transaction of a company includes  a personal interest of any of the shareholder’s relatives (i.e. spouse, brother or sister, parent, grandparent, child as well as child, brother, sister or parent of such shareholder’s spouse or the spouse of any of the above) or an interest of a company with respect to which the shareholder or the shareholder’s relative (as defined above) holds 5% or more of such company’s issued shares or voting rights, in which any such person has the right to appoint a director or the chief executive officer or in which any such person serves as director or the chief executive officer, including the personal interest of a person voting pursuant to a proxy which the proxy grantor has a personal interest, whether or not the person voting pursuant to such proxy has discretion with regards to the vote; and excludes an interest arising solely from the ownership of ordinary shares of a company.

If you do not state whether you are a controlling shareholder or have a personal interest, your Shares will not be voted for Proposal No. 4 and, in case Proposal No. 4 is not adopted, also for Proposal No. 5 .

As of May 23, 2018, the Company is not aware of any controlling shareholder.

The Company currently is 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.

Only holders of record of Shares at the close of business on May 29, 2018 (the “ Record Date ”), are entitled to receive 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. Accordingly, shareholders who will not attend the Meeting in person may vote with respect to the Proposals by means of a proxy card and are obliged to complete, date, sign and mail the enclosed proxy in the envelope provided at your earliest convenience so that it will be received no later than four (4) hours prior to the Meeting (i.e., 12:00 p.m. (Israel time) on June 28, 2018).

A form of proxy card is enclosed with the proxy statement and was also furnished to the Securities and Exchange Commission (the “ Commission ”) on Form 6-K, and is available to the public on the Commission’s website at http://www.sec.gov . A Hebrew version of the proxy card, in accordance with regulations promulgated under the Israeli Companies Law, 5759-1999, is filed with the Israeli Securities Authority and Tel Aviv Stock Exchange Ltd. (the “ TASE ”) and is available on the websites: www.magna.isa.gov.il or www.maya.tase.co.il . Execution of a proxy will not in any way affect a shareholder’s right to attend the Meeting and vote in person, and any person giving a proxy has the right to revoke it at any time before it is exercised.

All Shares represented by properly executed proxies received prior to or at the Meeting and not revoked prior to, or at, the Meeting in accordance with the procedures described in the proxy statement, will be voted as specified in the instructions indicated in such proxies.

Shareholders wishing to express their position on the agenda item for this Meeting may do so by submitting a written statement (“ Position Statement ”) to the Company’s offices, c/o Mr. Nir Sassi, at 12 Hartom Street, Har Hotzvim, Jerusalem 9777512, Israel, upon prior notice and during regular working hours (telephone number: +972-2-586-4657). Any Position Statement received will be furnished to the Commission on Form 6-K, and will be made available to the public on the Commission’s website at http://www.sec.gov and in addition at http://www.magna.isa.gov.il or http://maya.tase.co.il . Position Statements should be submitted to the Company no later than June 18, 2018. A shareholder is entitled to contact the Company directly and receive the text of the proxy card and any Position Statement.

A shareholder, whose Shares are registered with a TASE member and are not registered on the Company’s shareholder’s register, is entitled to receive from the TASE member who holds the Shares on the shareholder’s behalf, by e-mail, for no charge, a link to the text of proxy card and to the Position Statements posted on the Israel Securities Authority website, unless the shareholder notified that he or she is not so interested; provided, that the notice was provided with respect to a particular securities account, prior to the Record Date. A shareholder, whose Shares are registered with a member of the TASE, is required to prove his or her share ownership to vote at the Meeting. Such shareholder shall provide the Company with an ownership certificate (as of the Record Date) from that TASE member and is entitled to receive the ownership certificate in the branch of the TASE member or by mail to his address (in consideration of mailing fees only), if the shareholder so requested. Such a request will be made in advance for a particular securities account.

Alternatively, shareholders who hold Shares through members of the TASE may vote electronically via the electronic voting system of the Israel Securities Authority up to six hours before the time fixed for the Meeting. You should receive instructions about electronic voting from the TASE member through which you hold your Shares.

Discussion at the Meeting will be commenced if a quorum is present. A quorum is constituted by two or more shareholders who are present in person or by proxy, and who hold or represent Shares holding in the aggregate at least twenty-five percent (25%) of the voting rights in the Company. If a quorum is not present within half an hour of the time designated for the Meeting, the Meeting will be adjourned to Thursday, July 5, 2018, at the same time and place. At the adjourned Meeting, any number of shareholders who are present in person or proxy, or who have delivered a proxy card, will constitute a quorum.

 In accordance with the Israeli Companies Law 5759-1999, and regulations promulgated thereunder, any shareholder of the Company holding at least one percent of the outstanding voting rights of the Company for the meeting may submit to the Company a proposed additional agenda item for the meeting, to the Company’s offices, c/o Mr. Nir Sassi, at 12 Hartom Street, Har Hotzvim, Jerusalem 9777512, Israel, no later than Wednesday, May 30, 2018. To the extent that there are any additional agenda items that the Board determines to add as a result of any such submission, the Company will publish an updated agenda and proxy card with respect to the meeting, no later than Wednesday, June 6, 2018, which will be furnished to the Commission on Form 6-K, and will be made available to the public on the Commission’s website at http://www.sec.gov and in addition at http://www.magna.isa.gov.il or http://maya.tase.co.il .

The wording of the resolutions to be voted at the Meeting and relevant documents thereto may be inspected at the Company’s offices during normal business hours and by prior coordination with Mr. Nir Sassi (tel: +972-2-586-4657).

Jerusalem, Israel

May 23, 2018

INTEC PHARMA LTD.

12 Hartom Street, Har Hotzvim,

Jerusalem 9777512

Israel

PROXY STATEMENT

ANNUAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON JUNE 28, 2018

This Proxy Statement is furnished to the holders of ordinary shares, no par value per share (the “ Ordinary Shares ” or “ Shares ”), of Intec Pharma Ltd. (the “ Company ”) in connection with the solicitation by the board of directors (the “ Board ”) of proxies for use at the annual general meeting of shareholders (the “ Meeting ”), to be held on Thursday, June 28, 2018, at 4:00 p.m. Israel time at the offices of Meitar Liquornik Geva Leshem Tal, 16 Abba Hillel Silver Rd. Ramat Gan 52506, Israel, or at any adjournments thereof.

It is proposed at the Meeting to adopt the following proposals:

In addition, at the Meeting, the shareholders will be requested to consider the Company’s audited financial statements for the year ended December 31, 2017.

The Company currently is 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.

Shareholders Entitled to Vote

Only shareholders of record at the close of business on May 29, 2018 (the “ Record Date ”), shall be entitled to receive notice of, and to vote at, the Meeting. At the close of business on May 15, 2018, the Company had 33,225,988 outstanding Ordinary Shares, each of which is entitled to one vote for each of the matters to be presented at the Meeting.

Proxies

All shareholders who are unable to attend the Meeting in person are requested to complete, date and sign the enclosed form of proxy and return it promptly in the pre-addressed envelope provided. A Hebrew version of the proxy card, in accordance with regulations promulgated under the Israeli Companies Law, 5759-1999 (the “ Companies Law ”), is filed with the Israeli Securities Authority and Tel Aviv Stock Exchange Ltd. (the “ TASE ”) and is available on the websites: www.magna.isa.gov.il or www.maya.tase.co.il.

If you hold Ordinary Shares in “street name,” that is, you are an underlying beneficial holder who holds Ordinary Shares through a bank, broker or other nominee, the voting process will be based on your directing the bank, broker or other nominee to vote the Ordinary Shares in accordance with the voting instructions on your voting instruction card. Because a beneficial owner is not a shareholder of record, you may not vote those Shares directly at the Meeting unless you obtain a “legal proxy” from the bank, broker or nominee that holds your Shares, giving you the right to vote the Shares at the Meeting.

Please follow the instructions on the proxy card or voting instruction card received from your bank, broker or nominee. You may also be able to submit voting instructions to a bank, broker or nominee by phone or via the internet if your voting instruction card describes such voting methods. Please be certain to have your control number from your voting instruction card ready for use in providing your voting instructions.

It is important for a shareholder that holds Ordinary Shares through a bank or broker to instruct its bank or broker how to vote its Shares if the shareholder wants its Shares to count for the proposal.

Expenses and Solicitation

Shareholders wishing to express their position on an agenda item for this Meeting may do so by submitting a written statement (“ Position Statement ”) to the Company’s offices, c/o Mr. Nir Sassi, at 12 Hartom Street Har Hotzvim, Jerusalem 9777512, Israel. Any Position Statement received will be furnished to the Securities and Exchange Commission (the “ Commission ”) on Form 6-K, and will be made available to the public on the Commission’s website at http://www.sec.gov and in addition at http://www.magna.isa.gov.il or http://maya.tase.co.il . Position Statements should be submitted to the Company no later than June 18, 2018.

We know of no other matters to be submitted at the Meeting other than as specified herein. If any other business is properly brought before the Meeting, the persons named as proxies may vote in respect thereof in accordance with their best judgment.

The Company expects to solicit proxies by mail and to mail this proxy statement and the accompanying proxy card to shareholders on or about June 4, 2018. This proxy statement and the accompanying proxy card are also available to the public through one of the following websites http://www.magna.isa.gov.il , http://maya.tase.co.il or http://www.sec.gov .

All costs of solicitation of proxies will be borne by the Company. In addition to solicitations by mail, certain of the Company’s directors, officers and regular employees, without additional remuneration, may solicit proxies by telephone, telegraph and personal interviews. Brokers, custodians and fiduciaries will be requested to forward proxy soliciting material to the beneficial owners of Shares held in their names, and the Company will reimburse them for their reasonable out-of-pocket costs.

Quorum and Voting

               Discussion at the Meeting will be commenced if a quorum is present. A quorum is constituted by two or more shareholders who are present in person or by proxy, and who hold or represent Shares holding in the aggregate at least twenty-five percent (25%) of the voting rights in the Company. If a quorum is not present within half an hour of the time designated for the Meeting, the Meeting will be adjourned to Thursday, July 5, 2018, at the same time and place. At the adjourned Meeting, any number of shareholders who are present in person or proxy, or who have delivered a proxy card, will constitute a quorum.

The approval of each of the Proposals requires the affirmative vote of the Company’s shareholders holding at least a majority of the Company’s Shares present, in person or by proxy, and voting on the matter.

The approval of Proposal No. 4 and, in the event Proposal No. 4 is not approved, the approval of Proposal No. 5, is also subject to the fulfillment of one of the following additional voting requirements (such majority, determined in accordance with clause (i) or (ii) below, shall be referred to hereinafter as a “ Special Majority ”) :

For this purpose, a “ controlling shareholder ” is any shareholder that has the ability to direct the Company’s activities (other than by means of being a director or office holder of the Company), including a person who holds 25% or more of the voting rights in the general meeting of the Company if there is no other person who holds more than 50% of the voting rights in the company; for the purpose of a holding, two or more persons holding voting rights in the Company each of which has a personal interest in the approval of the transaction being brought for approval of the company shall be considered to be joint holders. A person is presumed to be a controlling shareholder if it holds or controls, by himself or together with others, one half or more of any one of the “means of control” of a company. “ Means of control ” is defined as any one of the following: (i) the right to vote at a general meeting of a company, or (ii) the right to appoint directors of a company or its chief executive officer. A “ personal interest ” of a shareholder in an action or transaction of a company includes  a personal interest of any of the shareholder’s relatives (i.e. spouse, brother or sister, parent, grandparent, child as well as child, brother, sister or parent of such shareholder’s spouse or the spouse of any of the above) or an interest of a company with respect to which the shareholder or the shareholder’s relative (as defined above) holds 5% or more of such company’s issued shares or voting rights, in which any such person has the right to appoint a director or the chief executive officer or in which any such person serves as director or the chief executive officer, including the personal interest of a person voting pursuant to a proxy which the proxy grantor has a personal interest, whether or not the person voting pursuant to such proxy has discretion with regards to the vote; and excludes an interest arising solely from the ownership of Ordinary Shares of a company.

If you do not state whether you are a controlling shareholder or have a personal interest, your shares will not be voted for Proposal No. 4 and, in case Proposal No. 4 is not adopted, also for Proposal No. 5 .

As of May 23, 2018, the Company is not aware of any controlling shareholder.

Reporting Requirements

The Company is subject to the information reporting requirements of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), applicable to foreign private issuers. The Company fulfills these requirements by filing reports with the Commission. Our filings with the Commission may be inspected without charge at the Commission’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Information on the operation of the Public Reference Room can be obtained by calling the Commission at 1-800-SEC-0330. Our filings are also available to the public on the Commission’s website at http://www.sec.gov .

As a foreign private issuer, the Company is exempt from the rules under the Exchange Act related to the furnishing and content of proxy statements. The circulation of this notice and proxy statement should not be taken as an admission that the Company is subject to the proxy rules under the Exchange Act.

THE BOARD RECOMMENDS THAT YOU VOTE “ FOR ” EACH OF THE PROPOSALS.

The lack of a required majority for the adoption of any resolution presented shall not affect the adoption of any other resolutions for which the required majority was obtained.

COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS

For information regarding compensation granted to our five most highly compensated office holders (as defined in the Companies Law) during or with respect to the year ended December 31, 2017, please see Item 6B. of our Annual Report for the year ended December 31, 2017, filed on Form 20-F with the Commission on March 9, 2018 (the “ Annual Report ”), and accessible through the Commission’s website at  http://www.sec.gov .

BENEFICIAL OWNERSHIP OF SECURITIES BY CERTAIN

BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information with respect to the beneficial ownership of our shares as of May 15, 2018 by:

Beneficial ownership of Ordinary Shares is determined in accordance with the rules of the Commission and includes any Ordinary Shares over which a person has or shares voting or investment power (including the power to dispose). For purposes of the table below, we deem shares subject to options or warrants that are currently exercisable or exercisable within 60 days of May 15, 2018 , to be outstanding and to be beneficially owned by the person holding the options for the purposes of computing the percentage ownership of that person, but we do not treat them as outstanding for the purpose of computing the percentage ownership of any other person. The table assumes 33,225,988 Ordinary Shares issued and outstanding as of May 15, 2018 .

Unless otherwise indicated below, to our knowledge, all persons named in the table have sole voting and investment power with respect to their shares, except to the extent that authority is shared by spouses under community property laws. Unless otherwise indicated, the address of each beneficial owner is c/o Intec Pharma Ltd., 12 Hartom Street, Har Hotzvim, Jerusalem 9777512, Israel.

* Less than 1%.

CORPORATE GOVERNANCE

Board of Directors

Our board of directors currently consists of seven directors: Dr. John W. Kozarich , Mr. Jeffrey A. Meckler , Mr. Anthony J. Maddaluna , Dr. Roger J. Pomerantz , Mr. Gil Bianco , Ms. Hila Karah and Mr. Issac Silberman . Our articles of association provide that our board of directors may include between four and nine directors.

Other than our two external directors, our directors are elected at the annual and/or special general meeting of our shareholders by a simple majority. Because our Ordinary Shares do not have cumulative voting rights in the election of directors, the holders of a majority of the voting power represented at a shareholders meeting have the power to elect all of our directors, subject to the special approval requirements for external directors. We have held elections for each of our non-external directors at each annual meeting of our shareholders since our initial public offering in Israel. External directors are elected for an initial term of three years and may be elected, subject to limitations to additional three-year terms. Our external directors were elected by our general meeting of the shareholder on April 21, 2016. External directors may be removed from office only under the limited circumstances set forth in the Companies Law.

The following table sets forth information about our directors as of May 15, 2018:

Board Committees

Our audit and compensation committees consist of Mr. Gil Bianco , Ms. Hila Karah and Mr. Issac Silberman . Mr. Gil Bianco serves as the chairperson of the audit committee and Mr. Issac Silberman serves as the chairperson of the compensation committee. Our board of directors has determined that Mr. Gil Bianco and Mr. Issac Silberman have accounting and financial expertise under the Companies Law and that Mr. Gil Bianco is an audit committee financial expert as defined by the SEC rules and has the requisite financial experience as defined under the Nasdaq Rules.

Assuming the approval of Proposal No. 2, the Company intends to revise the composition of its audit and compensation committees as well as to establish a nominating and governance committee. Assuming further, that each of the nominees standing for election and re-election under Proposal No. 1 is elected at the Meeting, the proposed composition of the committees, effective immediately after the Meeting, will be as follow:

Director Independence

Our board of directors has determined that each of Dr. John W. Kozarich , Mr. Anthony J. Maddaluna , Dr. Roger J. Pomerantz , Mr. William B. Hayes, Mr. Gil Bianco , Ms. Hila Karah and Mr. Issac Silberman satisfies the independent director requirements under the Nasdaq Rules. As such, a majority of the Company’s board of directors is comprised of independent directors as such term is defined in the Nasdaq Rules.

Our board of directors has further determined that each member of our audit committee is independent as such term is defined in Rule 10A-3 under the Securities Exchange Act of 1934, as amended, and that each member of our audit committee and compensation committee satisfies the additional requirements applicable under the Nasdaq Rules and the Companies Law to members of audit committees and compensation committees, respectively.

BOARD AND COMMITTEE MEETINGS

As of our annual general meeting held in 2017, our Board held seven (7) meetings, our audit committee held three (3) meetings and our compensation committee held four (4) meetings. Each of our directors attended all of our Board or committee meetings held during the time he or she was serving as a director or a member of the Board committee, as applicable, and at which such director was allowed to participate under the Companies Law, except that two of our directors did not attend one meeting during that period.

PROPOSAL ONE

TO ELECT DR. ROGER J. POMERANTZ AND MR. WILLIAM B. HAYES, AND RE-ELECT EACH OF DR. JOHN W. KOZARICH, MR. JEFFREY A. MECKLER, MR. ANTHONY J. MADDALUNA AND MS. HILA KARAH TO SERVE AS A DIRECTOR OF THE COMPANY TO HOLD OFFICE UNTIL THE CLOSE OF THE NEXT ANNUAL GENERAL MEETING

There are currently five directors serving on the Board who are not external directors, whose term of office will end upon the close of the Meeting.

At the Meeting, shareholders will be asked to elect Dr. Roger J. Pomerantz and Mr. William B. Hayes, and re-elect each of Dr. John W. Kozarich, Mr. Jeffrey A. Meckler, Mr. Anthony J. Maddaluna and Ms. Hila Karah to serve as a director of the Company to hold office until the close of the next annual general meeting. All of our directors standing for re-election attended all of the meetings of the Board and its committees on which they served since the previous annual general meeting, except that two of our directors did not attend one meeting during that period. Our board of directors has determined that, if elected, each of Dr. John W. Kozarich, Ms. Hila Karah , Dr. Roger J. Pomerantz, Mr. William B. Hayes and Mr. Anthony J. Maddaluna will serve as an independent director in accordance with the Nasdaq Rules. In addition, if re-elected, Ms. Hila Karah will serve also as an independent director under the Companies Law.

Herein below are details on the directors standing for election and re-election:

Dr. John W. Kozarich (68) has been our Chairman of the board of directors since July 2016. Dr. Kozarich has nearly 40 years of experience in the biopharmaceutical industry and academia. Dr. Kozarich currently serves as Chairman of Ligand Pharmaceuticals (NASDAQ: LGND). From 2004 until April 2017, Dr. Kozarich served as Chairman and President of ActivX Biosciences, Inc., or ActivX, where he is now a Distinguished Scientist. Prior to his role at ActivX, Dr. Kozarich was Vice President at Merck Research Laboratories where he was responsible for a variety of drug discovery and development programs and external biotech collaborations. Dr. Kozarich previously held full professorships at the University of Maryland and Yale School of Medicine. He was named Director of the Year for 2014 by the Corporate Directors Forum, has been an American Cancer Society Faculty Research Awardee, and received the Distinguished Scientist Award of the San Diego Section of the American Chemical Society. Dr. Kozarich currently serves as a director at Retrophin, Inc., a publicly-traded biopharmaceutical company (NASDAQ: RTRX). From 2007 until April 2015, Dr. Kozarich served as a director of Corium International, Inc., a publicly-traded commercial stage biopharmaceutical company (NASDAQ: CORI) and, from June 2012 until the company’s merger with Aegerion Pharmaceuticals, Inc. and Istope Acquisition Corp. in November 2016, Dr. Kozarich served as a director of QLT, Inc., a biotechnology company (NASDAQ: QLTI). Dr. Kozarich holds a B.S. in chemistry from Boston College and a Ph.D. in biological chemistry from the Massachusetts Institute of Technology and was an NIH Postdoctoral Fellow at Harvard University.

Mr. Jeffrey A. Meckler (51) has served as our Vice Chairman of the board of directors since April 2017 and as our Chief Executive Officer since July 2017. Mr. Meckler has served on numerous public and private corporate boards and is currently a director of Retrophin, Inc. (NASDAQ: RTRX). Mr. Meckler recently served as Chief Executive Officer and a Director of CoCrystal Pharma, Inc., a pharmaceutical company, from April 2015 to July 2016. He has also served as a Director of QLT, Inc. (NASDAQ: QLTI), a biotechnology company, from June 2012 to November 2016, as well as the Managing Director of The Andra Group, a life sciences consulting firm since 2009. Mr. Meckler also served as Chief Executive Officer of Trieber Therapeutics from January 2017 to July 2017. Earlier in his career, Mr. Meckler held a series of positions at Pfizer Inc. in manufacturing systems, market research, business development, strategic planning and corporate finance, which included playing a significant role in acquisitions and divestitures. Mr. Meckler is the past President and continues to serve on the board of directors of Children of Bellevue, a non-profit organization focused on advocating and developing pediatric programs at Bellevue Hospital Center. Mr. Meckler holds a B.S. in Industrial Management and M.S. in Industrial Administration from Carnegie Mellon University. In addition, Mr. Meckler received his J.D. from Fordham University School of Law.

Anthony J. Maddaluna , (65) has served as one of our directors since December 2017. Mr. Maddaluna has more than 40 years of experience in the pharmaceutical manufacturing industry, including leadership positions in plants, regions and globally. From January 2011 to December 2016, Mr. Maddaluna held a series of positions at Pfizer Inc., most recently serving as the Executive Vice President and President of Pfizer Global Supply. Prior to that Mr. Maddaluna served as Senior Vice President of Pfizer Global Manufacturing Strategy and Supply Network Transformation from 2008 until 2011, and as Vice President of Pfizer Global Manufacturing Europe Area from 1998 until 2008. Mr. Maddaluna served as a director of Albany Molecular Research Inc. from February 2016 until its acquisition by The Carlyle Group and GTCR in August 2017 and currently serves on the board of managers for the private company. Mr. Maddaluna holds an B.S. in Chemical Engineering from Northeastern University and an M.B.A. from Southern Illinois University.

Roger J. Pomerantz (61) has served as one of our directors since March 2018. Dr. Pomerantz currently serves as the President, Chief Executive Officer, and Chairman of the Board of Directors of Seres Therapeutics. Prior to joining Seres, Dr. Pomerantz was Worldwide Head of Licensing & Acquisitions, Senior Vice President at Merck & Co., Inc., where he oversaw all licensing and acquisitions at Merck Research Laboratories, including external research, out-licensing regional deals, and academic alliances. Previously, he served as Senior Vice President and Global Franchise Head of Infectious Diseases at Merck. Prior to joining Merck, Dr. Pomerantz was Global Head of Infectious Diseases for J&J. Dr. Pomerantz earned his B.A. in biochemistry at the Johns Hopkins University and his M.D. at the Johns Hopkins School of Medicine. He completed his internal medicine internship and residency training, and his subspecialty clinical and research training in infectious diseases and virology at the Massachusetts General Hospital of Harvard Medical School. His post-doctoral research training in molecular retrovirology was obtained at both Harvard Medical School and the Whitehead Institute of the Massachusetts Institute of Technology (MIT). Dr. Pomerantz also served as the Chief Resident at the Massachusetts General Hospital. Following his medical-scientist training, he was an Endowed, Tenured Professor of Medicine and Molecular Pharmacology and Chairman of the Infectious Diseases Department of Thomas Jefferson University in Philadelphia. Dr. Pomerantz is an internationally recognized expert in HIV molecular pathogenesis and latency. He has developed ten approved infectious disease drugs in important diseases including HIV, HCV, tuberculosis, and  Clostridium   difficile  infection .

William B. Hayes (Brad) (53) retired as Chief Financial Officer of Laboratory Corporation of America Holdings (NYSE: LH) after serving in that role from June 2005 to June 2014.  He also served as Senior Vice President, Investor Relations from June 2004 to June 2005.  Mr. Hayes joined Laboratory Corporation of America Holdings in September 1996 and was responsible for the day-to-day operations of the revenue cycle function. Prior to joining Laboratory Corporation of America Holdings, Mr. Hayes was in the audit department at KPMG for 9 years.  Mr. Hayes previously served on the Board of Directors of Patheon, N.V. (NYSE: PTHN) from July 2016 to April 2018 and was the Audit Committee Chair.  Patheon was acquired by Thermo Fisher Scientific Inc (NYSE: TMO) in late 2017.  He also serves on the Board of Trustees at the University of North Carolina at Greensboro (chair), the Board of Directors of the Piedmont Triad Chapter of JDRF, the Board of Trustees at Greensboro Day School and the Board of Trustees at Cone Health. He holds a Bachelor of Science in Accounting from the University of North Carolina at Greensboro, and is a Certified Public Accountant.

Hila Karah (49) has served as one of our directors since December 2009. Ms. Karah is the executive chairperson of FloraFotonica Ltd., an Israeli Agro Tech startup. Ms. Karah is an experienced board director and independent business consultant to private and public companies on strategy, operations, financing, regulatory and corporate governance. From 2006 until 2013, Ms. Karah was the chief investment officer of Eurotrust Ltd., a family office, where she focused primarily on investments in life science, internet and high-tech companies. Prior to joining Eurotrust, Ms. Karah served as a senior analyst at Perceptive Life Sciences Ltd., a New York-based hedge fund. Prior to her position at Perceptive, Ms. Karah was a research analyst at Oracle Partners Ltd., a healthcare-focused hedge fund based in Connecticut. Ms. Karah currently serves as a director at Cyren Ltd. a cyber security company (NASDAQ, TASE: CYRN), a director at Dario Health Corp., (NASDAQ: DRIO) a board observer at MyHeritage Ltd. (private company) and a director at GR Dome Ltd. (private company). She has a BA in molecular and cell biology from the University of California, Berkeley, and has studied at the UCSB – UCSF Joint Medical Program.

Each of the director nominees has certified to us that he complies with all requirements under the Companies Law for serving as a director and, in the case of Ms. Hila Karah, also for serving as an independent director. Such certifications will be available for inspection at the Meeting.

Our independent directors, including our external directors, but excluding Dr. John W. Kozarich, are currently entitled to receive compensation as expert external directors as set forth in the Companies Regulations (Rules Regarding the Compensation and Expenses of an External Director), 5760-2000. We are purposing to amend the compensation terms of our independent non-employee directors as provided under Proposal No. 5.

If appointed as a director, Dr. John W. Kozarich will be entitled to receive the compensation approved by our shareholders on June 30, 2016.

Mr. Jeffery A. Meckler will be entitled to receive the compensation approved by our shareholders on December 11, 2017.

At the Meeting, it is proposed that the following resolution be adopted:

“ RESOLVED , to elect Dr. Roger J. Pomerantz and Mr. William B. Hayes, and re-elect each of Dr. John W. Kozarich, Mr. Jeffrey A. Meckler Mr. Anthony J. Maddaluna and Ms. Hila Karah to serve as a director of the Company to hold office until the close of the next annual general meeting.”

PROPOSAL TWO

TO APPROVE AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY (INCLUDING THE INCREASE OF THE COMPANY’S REGISTERED SHARE CAPITAL BY ADDITIONAL 50,000,000 ORDINARY SHARES OF THE COMPANY, NO PAR VALUE, SUCH THAT FOLLOWING THE INCREASE, THE COMPANY’S REGISTERED SHARE CAPITAL WILL CONSIST OF 100,000,000 ORDINARY SHARES OF THE COMPANY, WITH NO PAR VALUE)

At the Meeting, shareholders will be asked to approve specific amendments to our articles of association to increase our registered share capital, to enable us to avail ourselves of the relief granted under the Relief Regulations (with respect to the appointment of outside directors) and to adopt the English version of our articles of association as the official version.

The proposed changes to our articles of association are as follows:

“5.1. The authorized share capital of the Company is comprised of 100,000,000 50,000,000 ordinary shares, no par value (the “ Ordinary Shares ”).”

If the increase is approved, the Board would then have the power, without further shareholder approval (except to the extent that such approval may be required by law, stock exchange rules or other regulations), to issue additional authorized shares at such times and in such amounts as the Board in its discretion may determine.

This increase in registered share capital would allow the Company to meet its future business and financial needs as they may arise.

To enable us to avail ourselves of the relief granted under the Relief Regulations with respect to the appointment of outside directors and the composition of the audit committee and compensation committee, should we elect to do so, our shareholders will be asked to approve an amendment to Articles 11.1.4, 17.1, 17.2, 21.1 and 22.1 (re-numbered as Articles 10.1.4, 16.1, 16.2, 20.1 and 21.1 respectively) of our Articles of Association as follows  (additions are bold and underlined and deletions are struck through):

“11.1.4 Appointment of directors, including outside directors (to the extent outside directors are required to be elected under applicable law or should the Company elect to have outside directors serve on the board of directors of the Company) .”

“17.1 The number of directors of the Company (including outside directors – to the extent outside directors are required to be elected under applicable law or should the Company elect to have outside directors serve on the board of directors of the Company) shall be determined from time to time by the annual general meeting (subject to Section 17.3 below), provided that it is no less than four and no more than nine.”

“17.2 The Company’s directors will be elected at an Annual Meeting and/or at a Special Meeting, and shall hold office until the end of the next coming Annual Meeting (i.e., at the end of the Annual Meeting all of the Company’s directors who served until such meeting shall resign, with the exception of outside directors, for as long as the Company is required under applicable law or otherwise elected to have such outside directors serve on the board of directors of the Company, subject to the provisions at the end of this section below), or until they resign or until they cease to hold office according to the provisions of the articles or any law, all whichever is earlier. If, at a general meeting of the Company, new directors are not elected in the minimum number determined according to the articles, the directors who served until such meeting shall continue to hold office until their replacement by the Company’s general meeting.”

“21.1 The Company’s board of directors may set up committees and appoint thereto members from among the board members (“ Board Committee ”). If Board Committees are set up, the board of directors shall determine (in accordance with applicable law) , in the terms and conditions of authorization thereof, whether certain authorities of the board of directors be delegated to the Board Committee, such that a resolution of the Board Committee be deemed as a resolution of the board of directors or whether a resolution of the Board Committee shall constitute a recommendation only, which is subject to the approval of the board of directors, provided that no deciding powers shall be delegated to a committee on the matters listed in Section 112 of the Companies Law.”

“22.1 The Company’s board of directors shall appoint an audit committee from among its members. The number of members of the audit committee will be no less than three. For as long as the Company is required under applicable law or otherwise elected to have outside directors serve on the board of directors of the Company , and all of the outside directors will be members thereof. Neither the chairman of the board nor any director employed by the Company or who regularly provides services thereto nor the Company’s controlling shareholder nor his relative shall be appointed as members of the committee.”

At the Meeting, it is proposed that the following resolution be adopted:

“ RESOLVED , to approve the amendments to the articles of association of the Company, as detailed in the Proxy Statement, dated May 23, 2018.”

PROPOSAL THREE

TO APPROVE AN AMENDMENT TO THE TO THE 2015 INCENTIVE COMPENSATION PLAN

TO INCREASE THE AGGREGATE NUMBER OF ORDINARY SHARES AUTHORIZED FOR ISSUANCE UNDER THE PLAN BY 1,000,000 ORDINARY SHARES

As of May 15, 2018, we had 33,225,988 Ordinary Shares outstanding as well as 8,035 Ordinary Shares underlying options issued to various consultants. In addition, as of May 15, 2018 , 3,284,235 Ordinary Shares were subject to outstanding equity awards, under all of our option plans and 541,281 Ordinary Shares remained reserved for future grants under our 2015 Incentive Compensation Plan (the “ Plan ”), representing together 10.34 % of our share capital on a fully diluted basis.

At the Meeting, the shareholders will be requested to approve an amendment to the Plan to increase the aggregate number of Ordinary Shares authorized for issuance under the Plan by 1,000,000 Ordinary Shares, representing, together with Ordinary Shares subject to outstanding equity awards and Ordinary Shares currently remaining reserved for future grants under the Plan, approximately 12.70 % of our share capital on a fully diluted basis. Our Board believes that such increase is necessary in order to create a pool of Ordinary Shares available to the Company in order to attract, retain and motivate eligible persons whose present and potential contributions are important to the success of the Company and to the subsidiary of the Company. In addition, the increase of the number of Ordinary Shares authorized for issuance under the Plan is required in order to allow the grants under Proposal No. 5.

For more information regarding the Plan, see the Company’s Annual Report. Other than the Plan, there are no equity incentive plans or arrangements pursuant to which the Company may provide equity compensation to its directors, officers or employees.

At the Meeting, it is proposed that the following resolution be adopted:

“ RESOLVED , to approve an amendment to the Plan to increase the aggregate number of shares authorized for issuance under the Plan by 1,000,000 Ordinary Shares.”

PROPOSAL FOUR

TO APPROVE AMENDMENTS TO THE COMPENSATION POLICY FOR THE COMPANY’S DIRECTORS AND OFFICERS

Under the Companies Law, the employment terms of officers and directors of public companies, like our Company, should be determined in accordance with a directors and officers compensation policy (referred to herein as the “ Compensation Policy ”). In accordance with the Companies Law, and following the recommendation of our compensation committee (the “ Compensation Committee ”), our Board approved our Compensation Policy, and our shareholders, in turn, approved the Compensation Policy at our annual general meeting of shareholders that was held in December 11, 2017. 

According to the Companies Law, our Compensation Policy must be approved by our shareholders by a Special Majority, following the approval of our Compensation Committee and Board, at least once every three years. However, following a review of the Compensation Policy by the Compensation Committee and the Board, the Compensation Committee and Board have approved, and recommend that our shareholders approve, that the Compensation Policy would be amended as reflected in the proposed Compensation Policy in the form attached hereto as  Appendix B . When reviewing the Compensation Policy, the Compensation Committee and the Board have advised with legal advisors.

If the Compensation Policy and any amendment thereto is not approved by the shareholders by the required majority, our Board may nonetheless approve the compensation policy and any amendment thereto, provided that our Compensation Committee and thereafter our Board have concluded, following further discussion of the matter and for specified reasons, that such approval is in the best interests of our Company. 

The proposed amendments are designed to allow the Company to continue and attract prominent candidates to serve as members of our board of directors. When considering the proposed amendment to Compensation Policy, the Compensation Committee and the Board considered numerous factors, including the advancement of the Company’s objectives and the Company’s business plan and its long-term strategy. Our Compensation Committee and Board also considered, among other things, the nature of the Company’s operations in the international biomed sector, territories where the Company operates, as well as other criteria including, the Company’s cash position, capitalization and shareholders’ equity. 

Our Compensation Committee and Board believe that by approving the proposed amendments to the Compensation Policy, we will be better positioned to hire, retain and motivate leading candidates in the biomed sector to serve as members of our board of directors.

The brief overview above is qualified in its entirety by reference to the full text of the proposed Compensation Policy, as reflected in  Appendix B  attached hereto (additions are bold and underlined and deletions are struck through) .

At the Meeting, it is proposed that the following resolution be adopted:

“ RESOLVED , to approve the amendments to the Compensation Policy for the Company’s directors and officers, as detailed in the Proxy Statement, dated May 23, 2018.”

PROPOSAL FIVE

TO APPROVE A NEW NON-EMPLOYEE DIRECTOR FEE SCHEME

Pursuant to the Companies Law, any arrangement between the Company and a director relating to his or her terms of engagement and compensation, including with respect to his or her other roles in the Company, must be approved by the compensation committee, the board and the shareholders, in that order.

At the Meeting, the shareholders will be requested to approve a new non-employee director fee scheme according to which non-employee members of the Board (other than the chairman of the Board and, with respect to external directors, subject to applicable requirements of the Israeli Companies Law) will be entitled for:

To the extent applicable, the grants to be awarded to eligible Israeli participants shall be granted under the Capital Gains Track under Section 102 of the Israeli Income Tax Ordinance.

The options will accelerate upon the occurrence of a “Merger Transaction” (as such term is defined in the Plan) or the entry into a “Material Agreement” (as shall be defined by the Compensation Committee and the Board).

The proposed compensation scheme for non-employee directors were approved by our Compensation Committee and the Board, taking into account the Company’s compensation philosophy and the provisions of the Compensation Policy, including the proposed amendment described under Proposal No. 4. The proposed terms fully comply with the Company’s Compensation Policy as amended by the proposed amendment described under Proposal No. 4 (if approved at the Meeting). Our Compensation Committee and the Board believe that non-employee director compensation should be fair and reasonable to enable us to attract qualified members to serve on our Board.

If approved, the proposed compensation scheme will take an immediate effect with respect to Mr. Anthony J. Maddaluna and Dr. Roger J. Pomerantz (in both cases, assuming their election to serve as director of the Company in accordance with Proposal No. 1)

Our Compensation Committee and Board believe that it is in the best interest of our shareholders and the Company to approve the proposed compensation scheme for non-executive directors.

At the Meeting, it is proposed that the following resolution be adopted:

“ RESOLVED , to approve the proposed compensation scheme for non-employee directors, as detailed in the Proxy Statement, dated May 23, 2018.”

PROPOSAL SIX

TO APPROVE A GRANT OF 100,000 OPTIONS TO MR. JEFFREY A. MECKLER, THE CHIEF EXECUTIVE OFFICER OF THE COMPANY

 At the Meeting, our shareholders will be asked to approve a grant of 100,000 options to purchase Ordinary Shares to Mr. Jeffrey A. Meckler, the Chief Executive Officer of the Company, at a per share exercise price equal to the average closing sale price of our Ordinary Shares on the NASDAQ Capital Market over the 30 day period immediately preceding the date of the Meeting, or the fair market value (as determined in accordance with Section 409A of the Internal Revenue Code of 1986, as amended) of one of our Ordinary Shares on that date, whichever amount is greater.

Subject to Mr. Meckler’s continued employment by the Company, the options will vest over three (3) years according to the following schedule: 33% of the options shall vest and become exercisable on the first anniversary of the date of the Meeting, and the remaining portion of the options shall vest and become exercisable on a pro rata basis in eight equal quarterly installments thereafter. The options will be subject to a seven (7) year expiration from the grant date, and such other terms and conditions set forth in the Company’s option agreement and the provisions of the Plan. In the event of (i) a change in control or (ii) the entry into a “Material Agreement” (as will be defined by the Compensation Committee and the Board) any options that have not previously vested shall become vested and exercisable immediately prior to such event.

The proposed grant to the Chief Executive Officer of the Company was approved by the Compensation Committee and the Board, while considering, among others, Mr. Meckler’s performance and contribution to the Company in general (in particular during the Company’s recent public offerings in August 2017 and April 2018), his experience, the terms of our Compensation Policy, and the ratio between the employer cost associated with the engagement of the Chief Executive Officer and the average and median employer cost associated with the engagement of the other employees of the Company.

The proposed grant is consistent with our Compensation Policy, and all other employment terms of Mr. Meckler shall remain unchanged.

At the Meeting, it is proposed that the following resolution be adopted:

“ RESOLVED , to approve the grant of 100,000 options of Mr. Jeffery A. Meckler, the Chief Executive Officer of the Company, as detailed in the Proxy Statement, dated May 23, 2018.”

PROPOSAL SEVEN

TO APPROVE AND RATIFY THE RE-APPOINTMENT OF KESSELMAN & KESSELMAN, CERTIFIED PUBLIC ACCOUNTANT (ISR.), INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, A MEMBER OF PRICEWATERHOUSECOOPERS INTERNATIONAL LIMITED AS THE INDEPENDENT AUDITORS OF THE COMPANY FOR THE PERIOD ENDING AT THE CLOSE OF THE NEXT ANNUAL GENERAL MEETING

Under the Companies Law and our articles of association, the shareholders of our Company are authorized to appoint the Company’s independent auditors. Under our articles of association, the Board (or a committee, if it is so authorized by the Board) is authorized to determine the independent auditor’s remuneration. In addition, the approval by the Company’s audit committee of the independent auditor’s re-appointment and remuneration is required under the corporate governance rules of The NASDAQ Stock Market.

Following the recommendation by the Company’s audit committee and the Board, it is proposed that Kesselman & Kesselman, Certified Public Accountant (Isr.), independent registered public accounting firm, a member of PricewaterhouseCoopers International Limited, be reappointed as the independent auditors of the Company for the period ending at the close of the next annual general meeting. Such auditors served as the Company’s auditors for fiscal year 2017 and have no relationship with the Company or with any affiliate of the Company, except as described in the Company’s Annual Report.

The following table presents the aggregate fees for professional services rendered by Kesselman & Kesselman to us during their respective term as our principal accountants in 2016 and 2017.

(1) Audit fees consists of services that would normally be provided in connection with statutory and regulatory filings or engagements, including services that generally only the independent accountant can reasonably provide and includes audit services in connection with our public offering in the United States in 2017..

(2) Audit-related fees would be assurance and related services by the principal accountant that are reasonably related to the performance of the audit or review of our financial statements and are not reported under item (1).

(3) Tax fees relate to tax compliance, planning and advice.

(4) All other fees would be fees billed for products and services provided by the principal accountant, other than the services reported in items (1) through (3).

At the Meeting, it is proposed that the following resolution be adopted:

“ RESOLVED , to approve and ratify the re-appointment of Kesselman & Kesselman, Certified Public Accountant (Isr.), independent registered public accounting firm, a member of PricewaterhouseCoopers International Limited as the independent auditors of the Company for the period ending at the close of the next annual general meeting.”

OTHER BUSINESS

The Company knows of no other business to be acted upon at the Meeting. However, if any other business properly comes before the Meeting, the persons named in the enclosed proxy will vote upon such matters in accordance with their best judgment.

ADDITIONAL INFORMATION

Our audited financial statements for the year ended December 31, 2017, are included in our annual report on Form 20-F filed with the SEC on March 9, 2018.  You may read and copy this report without charge at the SEC’s public reference room at 100 F Street, N.W., Washington, D.C. 20549. Copies of such material may be obtained by mail from the Public Reference Branch of the SEC at such address, at prescribed rates.  Please call the SEC at 1-800-SEC-0330 for further information on the public reference room.  Our SEC reports are also available to the public at the SEC’s website at  http://www.sec.gov and at the ISA’s MAGNA website at  www.magna.isa.gov.il .  These reports are not a part of this proxy statement. We will hold a discussion with respect to the financial statements at the Meeting.  This item will not involve a vote by the shareholders.

The prompt return of your proxy will be appreciated and helpful in obtaining the necessary quorum and vote.  Therefore, whether or not you expect to attend the Meeting, please complete and sign the form of proxy provided herewith and return it in the enclosed envelope.

May 23, 2018

APPENDIX A

Articles of Association

of

Intec Pharma Ltd.

(the “Company”)

Pursuant to

the Companies Law, 5759-1999

(the “Companies Law”)

As amended on _______ __, 2018

The Company’s object is to engage in any legal business.

The shareholders’ liability for the Company’s debts is limited to the full amount (par value plus premium) that they were required to pay the Company for the shares and which has not yet been paid by them.

Each share certificate shall be signed by any two office holders of the Company or by any other person appointed by the board of directors for such purpose, plus the Company’s stamp or printed name.

The board of directors may, at any time before the date on which a forfeited share is sold, re-alloted or otherwise transferred, cancel the forfeiture under such conditions as it deems fit.

The forfeited shares will be held by the Company as treasury shares or sold to another.

The general meeting may, by a simple majority of the shareholders present at the general meeting:

The shareholders entitled to participate in and vote at the general meeting are the shareholders on the date that shall be determined by the board of directors in the resolution to summon the general meeting, and subject to any law.

The Company’s shareholders may vote at a general meeting (including at a class meeting) via a voting card on issues on which they are entitled to do so pursuant to Section 87 of the Companies Law, as being from time to time.

A resolution to amend these articles will require a simple majority of the shareholders present at the general meeting, whose agenda shall include amendment of the articles.

The board of directors will outline the Company’s policy and supervise performance of the CEO’s duties and actions. The board of directors may exercise any authority of the Company that is not conferred in the Companies Law or in the articles on another organ.

The chairman of the board will not be the Company’s CEO other than upon the fulfillment of the conditions listed in Section 121(c) of the Companies Law.

Appointment or termination of office of an Alternate Director shall be made in a written document, signed by the director who appointed him, although in any event, an Alternate Director’s office shall end upon the occurrence to the Alternate Director of one of the cases specified in the paragraphs in Section 16.10 below or if the office of the board member for whom he acts as an alternate shall be vacated for whatever reason.

An Alternate Director is deemed as a director and he shall be subject to all of the legal provisions and the provisions of these articles, with the exception of the provisions regarding the appointment and/or termination of a director set forth in these articles.

The aforesaid notwithstanding, the board of directors may convene for a meeting without notice with the consent of all of the directors.

The board of directors may, from time to time, at its sole discretion, borrow or secure any amount or amounts of money for the Company’s objects. The Company’s board of directors will be entitled to obtain or secure payment of any such amount or amounts in such manner, on such dates and under such conditions as it deems fit, and in particular by the issuance of guaranties, fixed or redeemable bonds, bond stock or any mortgage, pledge or floating charge or any other security on the Company’s property, in whole or in part, whether in the present or the future, including the uncalled share capital and the share capital called up but unpaid.

The Company is entitled, in a resolution adopted in the manner set forth in the Companies Law, to exempt an officer thereof in advance from his liability, in whole or in part, due to a breach of the duty of care thereto.

Subject to the provisions of the Companies Law, the Company is entitled to enter into a contract for insurance of the liability of an officer thereof due to a liability that shall be imposed on him due to an action taken in his capacity as an officer thereof, in whole or in part, for any one of the following:

Subject to the provisions of the Companies Law, the Company may, in a resolution adopted in the manner set forth in the Companies Law, indemnify an officer thereof due to liability or an expense as specified below, imposed on him due to an action taken in his capacity as an officer thereof:

The Company may, subject to any law, issue redeemable securities under such conditions as the board of directors shall determine, provided that the approval of the general meeting is given for the board of directors’ recommendation and the conditions determined thereby.

In the case of dissolution of the Company, whether voluntary or otherwise, unless explicitly determined otherwise in these articles or in the terms of issuance of any share, the following provisions shall apply:

The Company may donate a reasonable sum of money to a worthy cause.

*       *       *

APPENDIX B

Intec Pharma Ltd.

(The “Company”)

Compensation Policy
(the “Policy” or “Compensation Policy”)

As last amended on _________, 2017 2018

In conformity with the Companies Law, the Compensation Committee and Board of Directors have adopted this Compensation Policy. The principles of the Compensation Policy were set forth after discussions by the Compensation Committee and the Board. Policy principles were designed to grant proper, fair and well-considered compensation to Officers, in alignment with the Company’s long-term best interests and organizational strategy. Part of the rationale is that the policy should encourage a sense of identification with the Company and its objectives on the part of its Officers. An increase in Officer’s satisfaction and motivation should retain the employment of high-quality Officers in the Company’s service over the long term.

The Compensation Policy considers, inter alia , the size and nature of its operations (including in jurisdictions other than Israel) and, with regard to terms of office and employment, which include variable components, the Officer’s long-term contribution to achieving the Company’s objectives and to maximizing its earnings, taking into account the scope and reach of the Officer’s role (and, in relevant cases, also taking into account the geographical location of the employed Officer).

The Compensation Policy was prepared with due consideration to the nature of the Company’s operations in the biomed sector, territories where the Company operates, market size on the Tel-Aviv Stock Exchange Ltd. and on Nasdaq Stock Market, as well as other criteria including, the Company’s cash position, capitalization and shareholders’ equity.

In addition, in designing the Compensation Policy, the Compensation Committee and Board considered the average and median annual cost of the fixed component payable to all Company full-time Team Members (“ Ratio ”). The Company estimates that the gaps between the Officers’ compensation, assuming implementation of the new Policy, will have no adverse effect on the working relationships in the Company. The possible ramifications of the Ratio on the daily working environment in the Company were examined and will continue to be examined by the Company from time to time in order to ensure that levels of executive compensation, as compared to the overall workforce will not have a negative impact on work relations in the Company.

The compensation principles are a tool based on targets and benchmarks derived, inter alia , form the Company’s annual work plan and from long-term plans as determined by the Board of Directors from time to time.

Compensation Policy components will include each of the following:

Provisions of this Compensation Policy only apply to Company Officers (as defined above).

Non-Israeli Officers may receive other similar, comparable or customary benefits as applicable in the relevant jurisdiction in which they are employed.

The language of this Compensation Policy uses the male pronoun only as a measure of comfort. This policy applies to both male and female Officers.

The target range for the compensation mix between the annual fix components, and variable components of the Company’s Officers, is set forth below:

Subject to the Companies Law and any other relevant rules and regulations, the Compensation Committee and the Board may waive, in exceptional cases, the aforementioned required education and/or experience should they deem the candidate have special business experience or skills which, in their opinion, would make a considerable contribution to the Company if appointed Chairman of the Board.

3.4.1.    Responsibilities: responsibilities range from such positions as Executive VP Research and Development and Operations who is responsible for the research and development and operations activities of the Company, VP Clinical Affairs who is responsible for the development of certain R&D programs and clinical trials activities, and Chief Financial Officer who is responsible for the Company finances, accounting, legal, administration, and human resources. Officers report directly to the Company CEO.

The Company may award an annual bonus to an Officer based on the following guidelines:

Such retirement bonus, if applicable, shall be awarded based on the Officer’s tenure, the Company’s achievements during the relevant period and the Officer’s contribution to such achievements, and the circumstances of such Officer’s retirement from the Company.

The following benefits may be granted to Officers in addition to the benefits applicable in the case of any retirement or termination of service upon a “Change of Control”:

The Company may engage an Officer as an independent contractor rather than as a salaried employee. In such a case, the maximum cost of employment would be calculated based on the maximum cost for a salaried employee in a similar position, and guidelines of the Compensation Policy would apply to such an officer mutatis mutandis .

Notwithstanding any other provision of this Policy to the contrary, the maximum salary for an Officer who resides overseas (outside of Israel) for discharging their position may exceed the maximum salary for the Officer pursuant to this Policy, had he been employed in Israel, by up to 100%.

The Compensation Policy will be in effect for a 3 year (or longer if the law so permits) term starting on its approval date under the Companies Law.

*          *          *          *          *

Exhibit 99.2

INTEC PHARMA LTD.

Hartom 12 St., Jerusalem 9777512
Tel: +972-2-586-4657
Fax: +972-2-586-9176

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS OF INTEC PHARMA LTD.

The undersigned, a shareholder of Intec Pharma Ltd. (the “ Company ”), an Israeli company, hereby appoints Nir Sassi and Elad Ziv, and each of them acting individually, as the attorney and proxy of the undersigned, with full power of substitution, for and in the name of the undersigned, to vote and otherwise act on behalf of the undersigned at the annual general meeting of shareholders of the Company to be held at the offices of Meitar Liquornik Geva Leshem Tal, 16 Abba Hillel Rd., Ramat Gan 5250608, Israel on Thursday, June 28, 2018, at 4:00 p.m. Israel time (9:00 a.m. Eastern time), or at any adjournment(s) or postponement(s) thereof, with respect to all of the ordinary shares, no par value, of the Company (the “ Shares ”) which the undersigned would be entitled to vote, with all powers the undersigned would possess if personally present, provided said proxies are authorized and directed to vote as indicated with respect to the matter set forth below this Proxy. Subject to applicable law and the rules of NASDAQ, in the absence of such instructions, the Shares represented by properly executed and received proxies will be voted “FOR” all of the proposed resolutions to be presented to the annual general meeting or any adjournment(s) or postponement(s) thereof for which the board of directors of the Company recommends a “FOR” vote, other than Proposal Nos. 4 and 5.

If you do not state whether you are a controlling shareholder or have personal interest, your Shares will not be voted for Proposal No. 4 and, in case Proposal No. 4 is not adopted, also for Proposal No. 5.

As of May 23, 2018, the Company is not aware of any controlling shareholder.

This proxy also delegates, to the extent permitted by applicable law, discretionary authority to vote with respect to any other business which may properly come before the annual general meeting or any adjournment(s) or postponement(s) thereof.

WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE AND SIGN THIS FORM OF PROXY AND MAIL THE ENTIRE PROXY PROMPTLY, ALONG WITH PROOF OF IDENTITY IN ACCORDANCE WITH THE COMPANY’S PROXY STATEMENT, IN THE ENCLOSED ENVELOPE IN ORDER TO ASSURE REPRESENTATION OF YOUR SHARES. NO POSTAGE NEED BE AFFIXED IF THE PROXY IS MAILED IN THE UNITED STATES.