Full Press Release Details
BIO BLAST PHARMA LTD.
NOTICE OF EXTRAORDINARY GENERAL MEETING
Notice is hereby given
that an Extraordinary General Meeting of the Shareholders of Bio Blast Pharma Ltd. ("Company") will be held
on Thursday, October 30, 2014, at 9:30 am (Israel Time), at the offices of the Company's counsel (Zysman, Aharoni, Gayer &
Co.) at "Beit Zion", 41-45 Rothschild Blvd., 8th Fl., Tel Aviv 65784,
Israel ("Meeting"), for the following purposes:
Record Date and Right to Vote
Subject to the provisions of Israeli law
and the Company's Articles of Association ("Articles"), only shareholders of record as of the close of trading
on the Nasdaq Global Market on October 2, 2014 ("Record Date") are entitled to attend and vote at the Meeting
and any adjournments or postponements thereof. You are also entitled to notice of the Meeting and to vote at the Meeting if you
held ordinary shares of the Company par value NIS 0.01 per share ("Ordinary Shares") through a bank, broker
or other nominee which was one of the Company's shareholders of record at the close of business on the Record Date.
shareholder whose Ordinary Shares are registered in his, her, or its favor with a member of a stock exchange and are included in
the Ordinary Shares which are registered in the register of shareholders of the Company under the name of such member of a stock
exchange, shall be required to prove ownership of such Ordinary Shares as of the Record Date by providing the Company, before the
time appointed for holding the Meeting, with proof of ownership, issued by a member of a stock exchange, or a copy of the shareholder's
Identification Card, passport, or Incorporation Certificate, if such shareholder is registered in the register of shareholders
Articles, no business may be transacted at any shareholders meeting unless a quorum is present when the meeting begins. The
quorum required for a meeting is the presence, in person or by proxy or by a voting deed, of at least two shareholders, holding
in the aggregate at least one third of the issued and outstanding Ordinary Shares as of the Record Date ("Quorum"). If
within an hour from the time appointed for holding a meeting a Quorum is not present, the meeting shall be dissolved and it shall
stand adjourned to the same day in the next week (or the business day following such day, if such day is not a business day) at
the same time and place and two shareholders then present at such adjourned meeting, in person or by proxy or by a voting deed,
shall constitute a Quorum.
Abstentions are counted in determining
if a Quorum is present.
You can vote your shares by attending the
Meeting or by completing and signing a proxy card. Attached is the proxy card for the Meeting that is being solicited by our board
of directors. If you are voting by proxy, please follow the instructions on the proxy card. We encourage all shareholders to vote
by proxy, even if attending the Meeting.
We are mailing copies of this invitation
and the proxy card to our shareholders of record as of the Record Date, and we will solicit proxies primarily by mail and e-mail.
The original solicitation of proxies by mail and e-mail may be further supplemented by solicitation by telephone, mail, e-mail
and other means by certain of our officers, directors and employees (who will not receive additional compensation for these services).
We will bear the cost of external solicitors and of the solicitation of the proxy cards, including postage, printing and handling,
and will reimburse the reasonable expenses of brokerage firms and others for forwarding material to beneficial owners of our Ordinary
We will not be able to count a proxy card
unless we receive it, accompanied by a copy of (a) the shareholder's Identification Card, passport, or Incorporation Certificate
(if applicable), with respect to a shareholder who is registered in the register of shareholders of the Company, and (b) with proof
of ownership, as specified above, with respect to a shareholder whose shares are registered under the name of a member of a stock
exchange. We will not be able to count a proxy card unless we receive it at our principal executive offices at 37 Dereh Menachem
Begin St., Tel Aviv 6522042, Israel or at our transfer agent, Vstock Transfer, LLC, at 18 Lafayette Place, Woodmere, NY 11598 in
the enclosed envelope, by October 27, 2014 at 9:30 am Israel time, which is Thursday, October 27, 2014 at 2:30 am Eastern standard
If you sign and return the enclosed proxy
card, your shares will be voted in favor of all of the proposed resolutions, whether or not you specifically indicate a "FOR"
vote, unless you specifically abstain or vote against a specific resolution. On all matters considered at the Meeting, abstentions
will be treated as neither a vote "FOR" nor "AGAINST" the matter, although they will be counted in determining
if a Quorum is present.
order of the Board of Directors,
Executive Chairman of the Board of Directors
BIO BLAST PHARMA LTD.
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EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
This Proxy Statement
is furnished to the holders of ordinary shares, NIS 0.01 nominal value per share ("Ordinary Shares"), of Bio
Blast Pharma Ltd. ("Company") in connection with the solicitation by the board of directors of proxies for use
at the Extraordinary General Meeting of Shareholders, or at any adjournment thereof, pursuant to the accompanying Notice of Extraordinary
General Meeting of Shareholders. The meeting will be held on Thursday, October 30, 2014, at 9:30 a.m. (Israel Time), at the offices
of the Company's counsel (Zysman, Aharoni, Gayer & Co.) at "Beit Zion", 41-45 Rothschild Blvd., 8th Fl., Tel Aviv
65784, Israel ("Meeting").
SOLICITATION OF PROXIES
The agenda for the Meeting
ITEM 1 - ELECTION OF MR. MICAHEL BURSHTINE
TO SERVE AS DIRECTOR
Articles provide that other than external directors (who shall be elected and serve in office in strict accordance with the provisions
of the Israeli Companies Law of 1999, or the "Companies Law"), the directors in the Company shall be elected
at a General Meeting and shall serve in their office until the next annual Meeting following their election, or until they cease
to serve in their office in accordance with the provisions of the Articles or any law, whichever is the earlier.
Companies Law, the director candidate has declared in writing that he possesses the requisite skills and expertise, as well as
sufficient time, to perform his duties as a director of the Company.
Biographical information about the candidate
Michael Burshtine has served as
the president and chief executive officer of Flight Medical Innovations Ltd., a med-tech company specializing in the development,
manufacturing and marketing of portable ventilators, between 2009 and May 2014. Prior to that, between 2007 and 2009, he served
as president and chief executive officer of Recoly N.V., a bio-med company engaged in the research, development and commercialization
of drug enhancement technologies. From 2004 to 2007 he served as the chief financial officer of Omrix Biopharmaceuticals Inc.,
a public biotechnology company that develops, manufactures and commercializes plasma derivative products. Mr. Burshtine is a certified
CPA since 1994 and was a senior partner at Kesselman & Kesselman PricewaternhouseCoopers (PWC) auditing firm, until 2004. He
holds an MBA and a BA in economics and accounting, both from Tel Aviv University.As resolved previously by the company's
shareholders meeting, Mr. Burshtine shall be entitled to an annual cash compensation of $25,000 per year, payable quarterly at
the end of each quarter, for participating (in person or otherwise) in meetings of the board of directors and its committees, where
travel to and from these meetings will be reimbursed separately.
It is therefore proposed that the following
resolution be adopted at the Meeting:
to elect Mr. Michael Burshtine to serve as a director of the Company until the next annual meeting following his election, or until
he ceases to serve in his office in accordance with the provisions of the Company's Articles or any law, whichever is the earlier."
The affirmative vote
of a majority of the shares voting on the matter is required to approve such resolution.
The Company s board of directors unanimously recommends
that you vote "FOR" the proposal included in this Item.
ITEM 2 - RATIFICAION OF MR. GILI
COHEN ELECTION AS AN EXTERNAL DIRECTOR
Companies incorporated
under the laws of Israel whose shares were offered to the public inside or outside of Israel are required under the Companies Law
to elect at least two external directors within three months from the date the company became a public company.
Prior to the Company's
initial public offering ("IPO"), Mr. Gili Cohen was elected as a director of the Company with the intention of