Full Press Release Details
BIOBLAST PHARMA LTD.
NOTICE OF EXTRAORDINARY GENERAL MEETING
Notice is hereby given
that an Extraordinary General Meeting of the Shareholders of BioBlast Pharma Ltd. ("Company") will be held on
Wednesday, March 18, 2015, at 10:00 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 February 18, 2015 ("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
Under the 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
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 Sunday, March 15, 2015 at 10:00 am Israel time, which is Sunday, March 15, 2015, at 3:00 am Eastern
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.
| By order of the Board of Directors, | |
| /s/ Mr. Fredric Price | |
| Mr. Fredric Price | |
| Executive Chairman of the Board of Directors |
BIOBLAST 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 BioBlast
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 Wednesday, March 18, at 10:00 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,
SOLICITATION OF PROXIES
The agenda for the Meeting
ITEM 1 - APPROVAL OF EMPLOYMENT TERMS
OF THE COMPANY'S NEW PRESIDENT AND CHIEF EXECUTIVE OFFICER, MR. COLIN FOSTER.
Pursuant to an amendment to the Israeli
Companies Law, all Israeli public companies, including companies whose shares are publicly-traded only outside of Israel, such
as the Company, are required to adopt a written compensation policy for their executives, which addresses certain items prescribed
by the Israeli Companies Law, within nine months of the consummation of their initial public offering. The Company is in the process
of adopting such compensation policy before the end of the nine months period. Until the adoption of such a policy, the approval
of the compensation of a chief executive officer who is also a director requires the Compensation Committee and Board of Directors
to take into account a list of considerations dictated under the Companies Law, which was done. In connection with the appointment
of Mr. Foster as President, Chief Executive Officer and a director of the Company, the Company's Compensation Committee and
the Board of Directors approved and recommend the shareholders to approve, Mr. Foster's employment terms substantially in
the form attached hereto as Exhibit A, and further determined that such terms are advisable and in the best interest
In making its recommendation, the Compensation
Committee and Board of Directors reviewed the list of considerations required to consider for the approval of the compensation
terms of a chief executive officer who is also a director, including (a) Mr. Foster's education, skills, expertise, professional
experience, and achievements; (b) Mr. Foster's position, responsibilities, and previous compensation arrangements; and (c)
the ratio between Mr. Foster's office and employment proposed terms and the salary of other Company employees and contractors,
in particular the ratio between the average salary and the median salary of such employees and the effect of such differences on
work relations within the Company; and
It is therefore proposed that the following
resolution be adopted at the meeting:
to approve the compensation terms of Mr. Colin Foster in connection with his office as President and Chief Executive Officer as
set forth in Exhibit A attached hereto."
The affirmative vote of a majority of
the shares voting on the matter is required to approve this resolution, providing either (i) included in such majority is at least
a majority of the shares of shareholders who are non-controlling shareholders and do not have a personal interest in the said
resolution (excluding for such purpose any abstentions disinterested majority); or (ii) the total number of shares of shareholders
specified in clause (i) who voted against this resolution does not exceed two percent (2%) of the voting rights in the Company.1
The Company s board of directors
unanimously recommends that you vote "FOR" the proposal included in this Item.
ITEM 2 -APPROVAL OF THE COMPENSATION
TERMS OF DR. DALIA MEGIDDO, IN HER NEW POSITION AS CHIEF DEVELOPMENT OFFICER.
As disclosed in the Company's prospectus
dated July 31, 2014, Dr. Megiddo, who is the Company's co-founder, has served as a Chief Executive Officer and director since
the Company's inception. Dr. Megiddo engagement with the Company was conducted in the form of a services agreement. On January
29, 2015, following the appointment of Mr. Colin Foster as the Company's President and Chief Executive Officer, Dr. Megiddo
was appointed as the Company's Chief Development Officer. Under her new position, Dr. Megiddo will be directly employed by