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
January 27, 2016, 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 6578401, Israel ("Meeting"), for the
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 December 28, 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 January 27, 2016 at 6:00 a.m. Israel time, which is January 26, 2016, at 11:00 p.m. 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,
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 January 27, 2016, 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
1 - APPROVAL OF SERVICE TERMS OF DR. DALIA MEGIDDO
As disclosed in the Company's public
filings and publications, Dr. Megiddo, the Company's co-founder and a director, served as the Company's Chief Development
Officer ("CDO"). On March 18, 2015, the Company's shareholders approved an amendment to the terms of Dr.
Megiddo's engagement with the Company, including, among other things, that she will serve as the Company's CDO (instead
of Chief Executive Officer), and shall become an employee of the Company. However, recently the parties agreed that Dr. Megiddo
will transition her responsibilities as CDO to a newly hired executive, and shall serve as an advisor to the Chief Executive Officer
of the Company. In connection with the transition, the parties agreed that Dr. Megiddo shall provide services as a service provider,
and not an employee, to extend the period of time required to terminate her engagement without cause from 60 days to 6 months and
that such terms of engagement shall become effective retroactively as of January 29, 2015. The changes in Dr. Megiddo's previously
approved terms of engagement are set forth in Exhibit A attached hereto, which terms comply with the limitations
set forth in the Company's Compensation Policy. Adoption of Exhibit A shall not change the monthly cost to the Company in
engaging Dr. Megiddo.
On November 12, 2015 Dr. Megiddo stepped
down from the position of CDO and became an advisor to the Chief Executive Officer of the Company. Dr. Megiddo continues to serve
as a director on the Board of the Company.
It is therefore proposed that the following
resolution be adopted at the meeting:
to approve the amended terms of engagement with Dr. Megiddo, as set forth in Exhibit A, effective retroactively as of January
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.
The Company s board of directors
recommends that you vote "FOR" the proposal included in this Item.
The following is a summary of the proposed
| Current terms: | Proposed Amended Terms: | |
| Title and Status: | Chief Development Officer; an employee of the Company | Chief Development Officer, or, when directed by the Chief Executive Officer of the Company, an advisor to the Company; service provider |
| Term and Termination: | Either party may terminate the agreement without cause upon providing 60 days advance notice | Either party may terminate the agreement without cause upon providing 6 months advance notice |
Note: The monthly cost of the engagement
with Dr. Megiddo under the new arrangement does not change compared with the terms approved by the Company's shareholders
on March 18, 2015. In addition, the new terms shall become effective retroactively as of January 29, 2015, and shall override the
terms approved on March 18, 2015 to the extent they are not consistent.
THIS PROXY IS SOLICITED
ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby
appoints Mr. Fredric Price, Executive Chairman of the Board, Mr. Colin Foster, President and Chief Executive Officer, Mr. Udi Gilboa,
Chief Financial Officer and Mr. Dan Riemer, Controller, and each of them, agents and proxies of the undersigned, with full power