UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT
TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF
1934
For the month of October 2014
Commission File Number 001-33042
ROSETTA GENOMICS LTD.
(Translation of registrant’s name
into English)
|
10 Plaut Street, Science Park |
Rehovot 76706, Israel |
(Address of Principal Executive Offices) |
Indicate by check mark whether the registrant files or will
file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F þ Form
40-F ¨
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
¨
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
¨
Rosetta Genomics Ltd.
A copy of a supplemental notice and
proxy statement for the annual general meeting of shareholders of Rosetta Genomics Ltd. to be held on Wednesday, November 5,
2014 is filed as Exhibit 99.1 hereto and incorporated by reference herein.
Exhibits
Exhibit |
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Number |
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Description of Exhibit |
99.1 |
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Supplemental notice and proxy statement relating to the annual general meeting of shareholders of Rosetta Genomics Ltd. to be held on November 5, 2014. |
Signatures
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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ROSETTA GENOMICS LTD. |
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Date: October 15, 2014 |
By: |
/s/ Oded Biran |
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|
Oded Biran |
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|
General Counsel and Secretary |
Exhibit 99.1
ROSETTA GENOMICS LTD.
10 Plaut St., Rabin Science Park
Rehovot, 76706
Israel
Phone number +972-73-222-0700
SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING
OF SHAREHOLDERS
To Be Held On November 5, 2014
Notice is hereby given that
an Annual General Meeting (the “Annual Meeting”) of the shareholders of Rosetta Genomics Ltd. (the “Company”),
an Israeli corporation, will be held at the offices of the Company at 10 Plaut St., Rehovot, Israel on November 5, 2014 at 10:00
am (ET).
The agenda of the meeting shall
be as follows:
| 1. | Approval of the re-election of Mr. Brian A. Markison to serve as a Class I director of the Company
for a 3 year term commencing on the date of his election at the Annual Meeting and until the Annual General Meeting of the Company’s
shareholders to be held in 2017 in accordance with the Company’s Articles of Association; and |
| 2. | Approval of the re-election of Dr. Yitzhak Peterburg to serve as a Class I director of the Company
for a 3 year term commencing on the date of his election at the Annual Meeting and until the Annual General Meeting of the Company’s
shareholders to be held in 2017 in accordance with the Company’s Articles of Association; and |
| 3. | Approval of the re-appointment of Kost, Forer, Gabbay & Kasierer, a member firm of Ernst &
Young Global (“KFGK”), as the Company’s independent registered public accounting firm for the fiscal year
ending December 31, 2014, and until the next Annual Meeting, and to authorize the Audit committee and the Board of Directors of
the Company to determine the remuneration of KFGK in accordance with the volume and nature of their services; and |
| 4. | Approval of the addition of 900,000 ordinary shares, nominal (par) value NIS 0.6 each (“Ordinary
Shares”), to the shares authorized for issuance under the Company’s 2006 Employee Incentive Plan (Global Share
Incentive Plan (2006)) (“GSIP”), so that the total number of Ordinary Shares authorized for issuance under the
GSIP will equal 1,803,739; and |
| 5. | Approval effective as of January 1, 2014, in accordance with Section 272(c1)(1) of the Israeli
Companies, Law, 5759-1999 (the “Companies Law”) of an extension, to the amendment dated June 3, 2012 of the
employment agreement of Mr. Ken Berlin, the Chief Executive Officer of the Company. According to such amendment, the CEO is entitled
to a base salary at the annual rate of $500,000 USD, payable bi-weekly or otherwise in accordance with the payroll policy of the
Company, set to expire at the Company’s 2015 Annual Shareholder Meeting; and |
| 6. | Approval, in accordance with Section 272(c1)(1) of the Companies, Law, for Mr. Ken Berlin, the
Chief Executive Officer of the Company, of a grant of options to purchase up to 100,000 Ordinary Shares of the Company at an exercise
price per share equal to the closing price on the date of grant, which shall be November 30, 2014, vesting in equal installments
quarterly over a period of four (4) years beginning on November 30, 2014, and such options shall expire seven (7) years after the
date of grant, unless they expire earlier in accordance with the terms of the GSIP and 20,000 Restricted Stock Units (“RSUs”)
vesting in equal installments annually over a period of four (4) years beginning on November 30, 2014. The options and RSUs are
granted and otherwise subject to the same terms and conditions as applicable to options and RSUs granted under the GSIP; and. |
| 7. | Replacement of Section 38 of the Company’s Articles of Association with the following: “The
Board of Directors of the Company shall consist of not less than two (2) nor more than seven (7) Directors”; and |
| 8. | Discussion of the Consolidated Financial Statements of the Company for the fiscal year ended December
31, 2013. |
According to the Companies Law, one
or more shareholders who hold at least 1% of the voting rights in the General Meeting may request that the Board of Directors
include a subject matter on the agenda of a General Meeting. Pursuant to such a request made by Messrs. Israel Makov, who
allegedly owns 1.69 % and Nachum (Homi) Shamir, who allegedly owns 1.67% of the Company's outstanding share capital, the
following items have been added to the agenda:
| 9. | Providing there are available vacancies on the Company's Board of Directors, according to
Article 38 of the Company's Articles of Association, election of Mr. Nachum (Homi) Shamir to serve as a Class II director of
the Company for a 1 year term commencing on the date of his election at the Annual Meeting and until the Annual General
Meeting of the Company’s shareholders to be held in 2015 in accordance with the Company’s Articles of
Association; and |
| 10. | Providing there are available vacancies on the Company's Board of Directors, according to Article
38 of the Company's Articles of Association, election of Mr. Doron Birger to serve as a Class I director of the Company for a 3
year term commencing on the date of his election at the Annual Meeting and until the Annual General Meeting of the Company’s
shareholders to be held in 2017 in accordance with the Company’s Articles of Association; and |
| 11. | Providing there are available vacancies on the Company's Board of Directors, according to Article
38 of the Company's Articles of Association, election of Mr. Ori Hershkovitz to serve as a Class III director of the Company for
a 2 year term commencing on the date of his election at the Annual Meeting and until the Annual General Meeting of the Company’s
shareholders to be held in 2016 in accordance with the Company’s Articles of Association. |
The approval of each of Item
1, Item 2 and Items 9 through 11 requires the affirmative vote of a majority of the shares represented and voting on the nomination
of directors at the Annual Meeting in person or by proxy. The approval of each of Item 3, Item 4 and Item 7 requires the affirmative
vote of a majority of the shares represented and voting at the Annual Meeting in person or by proxy.
The approval of Item 5
and Item 6 requires the affirmative vote of the holders of a majority of the voting power represented and voting on the matter
in person or by proxy, provided that (i) such a majority includes at least a majority of the ordinary shares voted by shareholders
who are not controlling shareholders of the Company nor are they shareholders who have a personal interest in the approval of the
proposal set forth in Item 5 and Item 6; or (ii) the total number of shares of non-controlling shareholders and non-interested
shareholders voted against the proposal in Item 5 must not represent more than two percent (2%) of the total voting rights in the
Company. Abstentions shall not be taken into account in counting the above-referenced shareholder votes.
Under the Companies Law, in
general, a person will be deemed to be a controlling shareholder if the person has the power to direct the activities of the company,
including a shareholder holding 25% or more of the voting rights if no other shareholder owns more than 50% of the voting rights
in the company, but excluding a shareholder whose power derives solely from his or her position on the board of directors or any
other position with the company. If two or more shareholders are interested parties in the same transaction, their shareholdings
are combined for the purposes of calculating percentages. A shareholder holding 50% or more of the voting rights of the Company
is presumed to be a controlling shareholder.
A shareholder will be deemed
to have a personal interest if he or she has personal interest in an act or transaction of the company, including a personal interest
of his or her relative or of a corporate body in which that person or a relative of that person is a holder of 5% or more of that
corporate body’s outstanding shares or voting rights, is a director or general manager, or in which he or she has the right
to appoint at least one director or the general manager. For that matter according to the Companies Law - “Personal interest”
does not apply to a personal interest stemming merely from the fact that the office holder is also a shareholder in the company.
In addition, the term “personal interest” also includes the personal interest of a person voting under a proxy given
by another person, even if such appointing person has no personal interest in the proposed act or transaction. In addition, the
vote of a person voting under a proxy given by a person having a personal interest in the proposed act or transaction, even if
the person voting under the proxy has no personal interest, shall be deemed as a vote made by a person having a personal interest
in the proposed act or transaction. The Companies Law defines a “relative” as a person’s spouse, sibling, parent,
grandparent or descendent, as well as the descendant, sibling or parent of a person’s spouse, or the spouse of any of the
foregoing.
With regards to the approval
of Item 5 and Item 6, you will be asked to indicate whether or not you are a controlling shareholder of the Company and whether
or not you have a personal interest in the proposal set forth in Item 5 and Item 6. If any shareholder casting a vote in connection
hereto does not notify us whether or not it is a controlling shareholder of the Company or whether or not it has a personal interest
in the approval of the proposal set forth in Item 5 and Item 6, such shareholder's vote with respect to such Item will be
disqualified.
Only Shareholders of record
at the close of trading on September 30, 2014 will be entitled to receive notice of, and to vote at, the Annual Meeting. All shareholders
are cordially invited to attend the Annual Meeting in person. Discussion at the Annual Meeting will be commenced if a quorum is
present. Two or more shareholders present, personally or by proxy, who hold or represent together more than 25% of the voting rights
of our issued share capital will constitute a quorum for the Annual Meeting. If within half an hour from the time scheduled for
the Annual Meeting, a quorum is not present, the Annual Meeting shall be adjourned to exactly one week after the original meeting
date at the same time and place. At any such adjourned meeting, any two shareholders who are present in person or by proxy shall
constitute a quorum.
Shareholders who do not expect
to attend the Annual Meeting in person may vote with respect to items 1 through 7 and 9 through 11 by means of a Proxy Card. Joint
holders of shares should take note that, pursuant to Article 32 of the Company’s Articles of Association, the vote of the
senior holder who tenders a vote, in person or by Proxy Card, will be accepted to the exclusion of the vote(s) of the other joint
holder(s), and for this purpose seniority will be determined by the order of registration of the joint holders in the Company’s
shareholder register. In order to be counted, a duly executed Proxy Card must be delivered to the Company’s registered office
at 10 Plaut St., Rabin Science Park, Rehovot, 76706, Israel or to the office of the Company’s tabulation agent, MacKenzie
Partners, Inc., 105 Madison Avenue, New York, NY 10016, not less than two (2) hours before the time fixed for the Annual Meeting
unless such requirement is waived by the chairman of the Annual Meeting. Shareholders who attend the Annual Meeting and provide
the required information may revoke their Proxy Cards and vote their shares in person.
UNLESS A DULY
EXECUTED SUPPLEMENTAL PROXY CARD DETAILING A SHAREHOLDER’S VOTE ON ITEMS 9 THROUGH 11 IS RECEIVED IN ACCORDANCE WITH THE ABOVE,
A PROXY CARD IN THE FORM THAT WAS PUBLISHED BY THE COMPANY ON OCTOBER 1, 2014, PRIOR TO THE ADDITION OF ITEMS TO THE AGENDA
ACCORDING TO THE SHAREHOLDERS’ REQUEST, STATED ABOVE, WILL REMAIN VALID AND SAID SHAREHOLDER’S VOTES WILL BE CONSIDERED AS
ABSTAINING VOTES ON ITEMS 9 THROUGH 11 TO THE SUPPLEMENTAL PROXY CARD.
The complete form of the proposed
resolutions and relevant documents may be inspected at the offices of the Company at its above mentioned address during normal
business hours, upon prior coordination with Adv. Yael Rosen, Legal Counsel, at +972-73-222-0700 and on the Company’s website
at www.rosettagenomics.com.
|
By order of the Board of Directors, |
|
/s/ Brian A. Markison |
|
Brian A. Markison |
|
Chairman of the Board |
|
October 15, 2014 |
SUPPLEMENTAL PROXY STATEMENT
ROSETTA GENOMICS LTD.
10 Plaut St., Rabin Science Park
Rehovot, 76706
Israel
Phone number +972-73-222-0700
ANNUAL GENERAL MEETING OF SHAREHOLDERS
To Be Held On November 5 ,2014
The enclosed supplemental proxy is
being solicited by the Board of Directors of Rosetta Genomics Ltd. (the “Board” and the
“Company”, respectively) and Mr. Israel Makov and Mr. Nachum (Homi) Shamir (the
“Dissidents”) for use at our Annual General Meeting of Shareholders (the “Annual
Meeting”) to be held at the offices of the Company at 10 Plaut St., Rehovot, Israel on November 5, 2014 at 10:00 am
(ET), or at any postponement or adjournment thereof. The record date for determining shareholders entitled to notice of, and
to vote at, the Annual Meeting has been established as of the close of trading on September 30, 2014.
As of September 30, 2014, we had outstanding
11,716,420 of our ordinary shares, nominal (par) value NIS 0.6 each (“Ordinary Shares”), each of which is entitled
to one vote on each matter to be voted at the Annual Meeting1. The votes of all shareholders voting on a matter are
counted, including abstention votes.
These proxy materials have also been filed
with the U.S. Securities and Exchange Commission (the “SEC”) as an exhibit to a Report on a Form 6-K and are
available on the Company’s website www.rosettagenomics.com. In order to be counted, a duly executed proxy in
the form attached to this proxy statement, or the form previously published by the Company, must be delivered to the Company’s
registered office at 10 Plaut St., Rabin Science Park, Rehovot, 76706, Israel, to the office of the Company’s tabulation
agent, MacKenzie Partners, Inc., 105 Madison Avenue, New York, NY 10016, not less than two (2) hours before the time fixed for
the Annual Meeting unless such requirement is waived by the chairman of the Annual Meeting.
Upon the receipt of a properly executed
proxy in the form previously published or in the form enclosed, the persons named as proxies therein will vote the Ordinary Shares
covered thereby in accordance with the instructions of the shareholder executing the proxy. With respect to each proposal set
forth in the accompanying Notice of Annual Meeting of Shareholders (the “Notice of Meeting”), a shareholder
may vote in favor of or against the proposal or may abstain from voting on the proposal. Shareholders should specify their choice
on the accompanying, or previously published proxies. A Proxy Card in the form that was published by the Company on October
1, 2014, which does not include Items 9 through 11, will be considered as a Proxy Card in which the "abstain option"
was marked regarding the vote on Items 9 through 11 to the supplemental Proxy Card on those items and said shareholder’s
votes will be considered as abstaining votes on items 9 through 11 to the supplemental Proxy Card.
Any shareholder returning a duly executed
proxy may revoke such proxy at any time prior to its exercise by: (i) giving written notice to us of such revocation; (ii) voting
in person at the Annual Meeting or requesting the return of the proxy at the Annual Meeting; or (iii) executing and delivering
to us a later-dated proxy.
Discussion at the Annual Meeting will commence
if a quorum is present. Two or more shareholders present, personally or by proxy, who hold or represent together more than 25%
of the voting rights of our issued share capital will constitute a quorum for the Annual Meeting. If within half an hour from the
time scheduled for the Annual Meeting a quorum is not present, the Annual Meeting shall be adjourned to November 12, 2014
at the same time and place. At any such adjourned meeting, any two shareholders who are present in person or by proxy shall constitute
a quorum. Shares subject to broker non-votes and abstentions are counted for purposes of determining whether a quorum is present
but will have no effect on whether the requisite vote is obtained for all matters placed before shareholders for their vote, as
with regard to any applicable matter broker non-votes and abstentions are not counted as being present or as having been voted.
| 1 | This does not include 3,257 Ordinary Shares held as treasury shares
under Israeli law, all of which were repurchased by the Company. For so long as such treasury shares are owned by the Company,
they have no rights and, accordingly, are neither eligible to participate in or receive any future dividends which may be paid
to shareholders of the Company nor are they entitled to participate in, be voted at or be counted as part of the quorum for, any
meeting of shareholders of the Company. |
The approval of each of Item 1, Item 2
and Items 9 through 11 requires the affirmative vote of a majority of the shares represented and voting on the nomination
of directors at the Annual Meeting in person or by proxy. The approval of each of Item 3, Item 4 and Item 7 requires the affirmative
vote of a majority of the shares represented and voting at the Annual Meeting in person or by proxy.
Item 5 and Item 6 to be presented
at the Annual Meeting each requires the vote of the holders of a majority of the voting power represented and voting on the matter
in person or by proxy, provided that (i) such a majority includes at least a majority of the ordinary shares voted by shareholders
who are not controlling shareholders of the Company nor are they shareholders who have a personal interest in the approval of the
proposal set forth in Item 5 and Item 6; or (ii) the total number of shares of non-controlling shareholders and non-interested
shareholders voted against the proposal in Item 5 must not represent more than two percent (2%) of the total voting rights
in the Company. Abstentions shall not be taken into account in counting the above-referenced shareholder votes.
Under the Companies Law, in general, a
person will be deemed to be a controlling shareholder if the person has the power to direct the activities of the company, including
a shareholder holding 25% or more of the voting rights if no other shareholder owns more than 50% of the voting rights in the company,
but excluding a shareholder whose power derives solely from his or her position on the board of directors or any other position
with the company. If two or more shareholders are interested parties in the same transaction, their shareholdings are combined
for the purposes of calculating percentages. A shareholder holding 50% or more of the voting rights of the Company is presumed
to be a controlling shareholder.
A shareholder will be deemed to have a
personal interest if he or she has personal interest in an act or transaction of the company, including a personal interest of
his or her relative or of a corporate body in which that person or a relative of that person is a holder of 5% or more of that
corporate body’s outstanding shares or voting rights, is a director or general manager, or in which he or she has the right
to appoint at least one director or the general manager. For that matter according to the Companies Law - “Personal interest”
does not apply to a personal interest stemming merely from the fact that the office holder is also a shareholder in the company.
In addition, the term “personal interest” also includes the personal interest of a person voting under a proxy given
by another person, even if such appointing person has no personal interest in the proposed act or transaction. In addition, the
vote of a person voting under a proxy given by a person having a personal interest in the proposed act or transaction, even if
the person voting under the proxy has no personal interest, shall be deemed as a vote made by a person having a personal interest
in the proposed act or transaction. The Companies Law defines a “relative” as a person’s spouse, sibling, parent,
grandparent or descendent, as well as the descendant, sibling or parent of a person’s spouse, or the spouse of any of the
foregoing.
With regards to the approval of Items 5
and 6, you will be asked to indicate whether or not you are a controlling shareholder of the Company and whether or not you have
a personal interest in the proposal set forth in Items 5 and 6. If any shareholder casting a vote in connection hereto does
not notify us whether or not it is a controlling shareholder of the Company or whether or not it has a personal interest in the
approval of the proposal set forth in Items 5 and 6, such shareholder's vote with respect to such Item will be disqualified.
The Company is not currently aware of any
controlling shareholders as such term is defined for purposes of the Israel Companies Law.
MATTERS RELATING
TO THE ANNUAL GENERAL MEETING
At the Annual Meeting, the shareholders
will be asked to vote on the following proposals:
PROPOSAL ONE — RE-ELECTION
OF MR. BRIAN MARKISON
Background
Our Articles of Association (the “Articles”)
provide that the minimum number of members of the Board is two and the maximum number is eleven2. Our Board is presently
comprised of seven members, two of whom are “external directors” appointed under the Companies Law. Our Board (other
than the external directors) is divided into three different classes, Class I Directors, Class II Directors and Class III Directors,
with one class being elected each year at the Company’s annual general meeting for a term of approximately three years.
Our directors (except for the external
directors) are divided among the classes as follows:
| · | Class I directors are: Mr. Brian A. Markison and Dr. Yitzhak Peterburg. Their term
expires at this annual general meeting of shareholders3. |
2
Please see Item 7 on this Proxy Statement.
3
Please see Item 10 on this Proxy Statement.
| · | Class II directors are: Dr. David Sidransky and Dr. Joshua Rosensweig. Their term
expires at the annual general meeting of shareholders to be held in 20154. |
| · | Class III director is: Roy N. Davis. His term expires at the annual general meeting
of shareholders to be held in 2016.5 |
In addition, our two external directors,
Mr. Gerald Dogon and Ms. Tali Yaron-Eldar, were initially elected by our shareholders on May 30, 2007, were then re-elected on
July 14, 2010 and August 5, 2013 for three-year terms, the last of which expires on August 4, 2016.
Given the end of the term of Mr. Brian
A. Markison, we are proposing that the shareholders re-elect Mr. Brian A. Markison as a director for an additional term of three
years. If re-elected at this Annual Meeting, Mr. Brian A. Markison will serve until the annual general meeting of the Company’s
shareholders to be held in 2017 or until his office is vacated in accordance with the Articles and the Companies Law.
The Companies
Law requires that a person will not be elected and will not serve as a director in a public company if he or she does not have
the required qualifications and the ability to dedicate an appropriate amount of time to the performance of his or her duties as
director of the company, taking into consideration, among other factors, the special needs and size of the company. A general shareholders’
meeting of a public company, at which the election of a director is to be considered, will not be convened unless the nominee has
declared to the company, inter alia, that
he or she complies with the above-mentioned requirements and details of his or her applicable qualifications are provided.
Mr. Markison has
declared to the Company that he complies with the required qualifications under the Companies Law for appointment as a director
of the Company, detailed his applicable qualifications to the Company, and demonstrated to the Company that he is capable of dedicating
the appropriate amount of time for the performance of his duties as a director. Copies of the declaration of Mr. Markison are available
for inspection at the Company’s offices in Rehovot, Israel.
The following
information is provided with respect to Mr. Markison and is based upon the records of the Company and information provided to it
by Mr. Markison:
Brian Markison (born in the United
States of America on October 1, 1959, from Princeton, N.J., USA) has served as a member of our board of directors since March 2011.
Mr. Markison’s appointment was approved by the general meeting on July 6, 2011. Mr. Markison was appointed as chairman of
the board on April 12, 2011. Mr. Markison is a member of our Nominating and Corporate Governance Committee. Mr. Markison has been
a Healthcare Industry Executive at Avista Capital Partners since September 2012, prior to which he served as President, Chief Executive
Officer and a member of the Board of Directors of Fougera Pharmaceuticals Inc., from July 2011, until it was sold to the generics
division of Novartis in July 2012. Previously, he had been with King Pharmaceuticals since 2004 and led the company through its
acquisition by Pfizer for $3.6 billion in 2010. Previously Mr. Markison was with Bristol-Myers Squibb from 1982 to 2004, where
he served in various commercial and executive positions rising from an oncology sales representative to become President, BMS Oncology/Virology
and Oncology Therapeutics Network. Mr. Markison serves on the board of directors of Immunomedics, Inc., PharmAthene Inc., Lantheus
Medical Imaging and Alere Inc, and is the excutive Chairman of Trigen/Vertical. He also serves on the board of directors for the
Komen Foundation, the College of New Jersey. Mr. Markison received a B.S. from Iona College in New Rochelle, New York.
The address for Mr. Markison is c/o Rosetta
Genomics Ltd., 10 Plaut Street, Science Park, Rehovot 76706 Israel.
Assuming Mr. Brian Markison is re-elected
and appointed by the board as chairman of the board, he will be entitled to receive: (1) remuneration in an amount of US $25,000
plus VAT per year, and additional annual remuneration of US $10,000 plus VAT per committee Mr. Markison is a member of (2) payment
of a participation fee of the higher of: (a) US $250 plus VAT; or (b) the minimal participation fee according to the Israeli Companies
Law 1999, and the regulations promulgated pursuant thereto (as of the date hereof – US $346.80), for every Board or Board
committee meeting including, inter alia, meeting by means of communication (teleconferences) and unanimous written resolutions,
(3) options to purchase 48,000 Ordinary Shares, at an exercise price per share equal to the closing price on the date of the Annual
Meeting, vesting in equal installments annually over a period of three years beginning on the date of the Annual Meeting and such
options shall expire seven years after their date of grant, unless they expire earlier in accordance with the terms of the Company's
2006 Employee Incentive Plan (Global Share Incentive Plan (2006)) (the “GSIP”), and (4) 10,000 Restricted Stock
Units (“RSUs”) upon the commencement of each twelve-month period in office as a director beginning on the date
of the Annual Meeting. The options and RSUs are granted and otherwise subject to the same terms and conditions as applicable to
options and RSUs granted under the GSIP, except that the exercise period of the options and RSUs upon termination shall be six
months.
4
Please see Item 9 on this Proxy Statement.
5
Please see Item 11 on this Proxy Statement.
THE BOARD OF DIRECTORS WILL PRESENT THE FOLLOWING RESOLUTION
AT THE MEETING:
“RESOLVED, to re-elect Mr.
Brian A. Markison, as a Class I director, to serve for a term of three years, until the 2017 annual general meeting of shareholders.”
An affirmative vote of a majority of the
shares represented and voting on the nomination of directors at the Annual Meeting in person or by proxy is required for the approval
of such resolution.
Board of Directors’ Recommendation:
THE BOARD OF DIRECTORS RECOMMENDS THAT
YOU VOTE “FOR” THE ABOVE PROPOSED RESOLUTION.
PROPOSAL TWO — RE-ELECTION
OF DR. YITZHAK PETERBURG
Background
Given the end of the term of Dr. Yitzhak
Peterburg, we are proposing that the shareholders re-elect Dr. Yitzhak Peterburg as a Class I Director of the Company for an additional
term of three years. If re-elected at this Annual Meeting, Dr. Yitzhak Peterburg will serve until the annual general meeting of
the Company’s shareholders to be held in 2017 or until such director’s office is vacated in accordance with the Company’s
Articles and the Companies Law.
Dr. Peterburg
has declared to the Company that he complies with the required qualifications under the Companies Law for appointment as a director
of the Company, detailed his or her applicable qualifications to the Company, and demonstrated to the Company that he is capable
of dedicating the appropriate amount of time for the performance of his duties as a director. Copies of the declaration of the
proposed nominee are available for inspection at the Company’s offices in Rehovot, Israel.
The following
information is provided with respect to Dr. Peterburg and is based upon the records of the Company and information provided to
it by Dr. Peterburg:
Dr. Yitzhak Peterburg (born on February
18, 1951, ID No. 50510676, from Tal Shachar, Israel) has served as a member of our board of directors since December 2012. Dr.
Peterburg is a member of our Nominating and Corporate Governance Committee and of our Research and Development Committee. He currently
serves on the Board of Directors of TEVA Pharmaceuticals, prior to which he served as TEVA’s Senior Vice President, Head
of Global Branded Products from October 2010 until October 2011, prior to which he served on the board of TEVA from 2009 until
July 2010. Prior to his positions with TEVA, between the years of 2003 to 2005, Dr. Peterburg was President and CEO of Cellcom,
one of Israel’s leading cellular companies. Between the years of 1990 to 2002, Dr. Peterburg was with Clalit Health Services,
a non-governmental, not-for-profit organization that provides comprehensive health services to more than 55% of the Israeli population.
From 1997 to 2002 he served as General Manager (CEO) for Clalit Health Services and from 1990 to 1997 he held a series of senior
executive positions including Head, Health Policy Division and Chief Information Officer, Medical Division. Among his many positions
at Clalit, from 1995-1997, Dr. Peterburg served as CEO of Soroka University Medical Center, Beer-Sheba, Israel, one of the biggest
university hospitals in Israel. Dr. Peterburg received an M.D. from the Hebrew University of Jerusalem, and holds a Ph.D. in health
services administration from the Columbia University School of Public Health in New York and a master’s degree in information
systems from the London School of Economics.
The address for Dr. Peterburg is c/o Rosetta
Genomics Ltd., 10 Plaut Street, Science Park, Rehovot 76706 Israel.
Dr. Peterburg shall receive remuneration
that is equal to the remuneration paid to the other directors of the Company (except for the Chairman of the Board who receives
higher remuneration). In accordance with prior resolutions of the Company's Audit Committee, Board and shareholders meetings that
were held on October 12, 2012, and On August 5, 2013 each of the Company's directors (except for the Chairman of the Board) is
entitled to receive: (1) remuneration in an amount of US $20,000 plus VAT per year, paid in equal quarterly installments, and a
director who serves as a member of a Committee formed by the Board shall be entitled to additional annual remuneration of US $7,500
plus VAT per committee, and (2) payment of a participation fee of the higher of: (a) US $250 plus VAT; or (b) the minimal participation
fee according to the Companies Law, and the regulations promulgated pursuant thereto (as of the date hereof – US $346.8),
for every Board or Board committee meeting including, inter alia, meeting by means of communication (teleconferences) and
unanimous written resolutions.
In addition, each of the Company's directors
(except for the Chairman of the Board who receives higher remuneration) is entitled to receive: (1) options to purchase 24,000
Ordinary Shares, at an exercise price per share equal to the closing price on the date of the shareholders’ meeting approving
the nomination of the Director, vesting in equal installments annually over a period of three years beginning on such date and
such options shall expire seven years after their date of grant, unless they expire earlier in accordance with the terms of the
GSIP, and (2) 5,000 RSUs upon the commencement of each twelve months period in office as a director beginning on the date of the
shareholders meeting approving the nomination of the Director. The options and RSUs are granted and otherwise subject to the same
terms and conditions as applicable to options and RSUs granted under the GSIP, except that the exercise period of the options and
RSUs upon termination shall be six months.
Assuming Dr. Yitzhak Peterburg is re-elected,
he will be entitled to receive: (1) remuneration in an amount of US $20,000 plus VAT per year, and additional annual remuneration
of US $7,500 plus VAT per committee Dr. Peterburg is a member of (2) payment of a participation fee of the higher of: (a) US $250
plus VAT; or (b) the minimal participation fee according to the Israeli Companies Law 1999, and the regulations promulgated pursuant
thereto (as of the date hereof – US $346.8), for every Board or Board committee meeting including, inter alia, meeting
by means of communication (teleconferences) and unanimous written resolutions, (3) options to purchase 24,000 Ordinary Shares,
at an exercise price per share equal to the closing price on the date of the Annual Meeting, vesting in equal installments annually
over a period of three years beginning on the date of the Annual Meeting and such options shall expire seven years after their
date of grant, unless they expire earlier in accordance with the terms of the GSIP, and (4) 5,000 RSUs upon the commencement of
each twelve-month period in office as a director beginning on the date of the Annual Meeting. The options and RSUs are granted
and otherwise subject to the same terms and conditions as applicable to options and RSUs granted under the GSIP, except that the
exercise period of the options and RSUs upon termination shall be six months.
THE BOARD OF DIRECTORS WILL PRESENT THE FOLLOWING RESOLUTION
AT THE MEETING:
“RESOLVED, to re-elect Dr.
Yitzhak Peterburg as a Class I director, to serve for a term of three years, until the 2017 annual general meeting of shareholders.”
An affirmative vote of a majority of the
shares represented and voting on the nomination of directors at the Annual Meeting in person or by proxy is required for the approval
of such resolution.
Board of Directors’ Recommendation:
THE BOARD OF DIRECTORS RECOMMENDS THAT
YOU VOTE “FOR” THE ABOVE PROPOSED RESOLUTION.
PROPOSAL THREE — APPROVAL
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM AND AUTHORIZATION TO DETERMINE COMPENSATION
Background
At the Annual Meeting, Kost, Forer, Gabbay
& Kasierer, independent registered public accountants in Israel and a member firm of Ernst & Young Global (“KFGK”),
will be nominated for re-appointment as independent registered public accounting firm of the Company and its subsidiaries for the
fiscal year ending December 31, 2014, and until the next annual general meeting. Under the provisions of the Sarbanes-Oxley Act
of 2002, the Company’s Audit Committee is responsible for the appointment, compensation, retention and oversight of the work
of the Company’s independent auditors. However, under Israeli law, the appointment of independent auditors and their compensation
require the approval of the shareholders of the Company. Pursuant to Israeli law, the shareholders may delegate the authority to
determine the compensation of the independent auditors to the board of directors, and the Company’s shareholders have done
so in the past. In addition, pursuant to Israeli law, the Audit Committee is required to examine the independent auditor’s
fees and to provide its recommendations with respect thereto to the appropriate corporate organ. Accordingly, the appointment of
the independent auditors will be required to be approved and recommended to the shareholders by the Audit Committee and approved
by the shareholders. The compensation of the independent auditors will be required to be approved by the Audit Committee and recommended
to the shareholders or, if so authorized by the shareholders, to the Board and approved by either the shareholders or the Board,
as the case may be. The Audit Committee has reviewed, and is satisfied with, the performance of KFGK, and has approved their re-appointment
as the Company’s independent registered public accounting firm. Approval of that appointment, as well as authorization of
the Board to determine the compensation of the independent auditors, provided such remuneration is also approved by the Audit Committee,
is now being sought from the Company’s shareholders.
The Audit Committee is responsible for
the oversight of its independent auditors’ scope of work. The Audit Committee’s policy is to pre-approve all audit
and non-audit services provided by KFGK and other members of Ernst & Young Global. These services may include audit services,
audit-related services, tax services and other services, as further described below. The Audit Committee sets forth the basis for
its pre-approval in detail, listing the particular services or categories of services which are pre-approved, and setting forth
a specific budget for such services. Additional services may be pre-approved by the Audit Committee on an individual basis. Once
services have been pre-approved, KFGK and management then report to the Audit Committee on a periodic basis regarding the extent
of services actually provided in accordance with the applicable pre-approval, and regarding the fees for the services performed.
The Company paid the following fees for
professional services rendered by KFGK and other members of Ernst & Young Global, for the years ended December 31, 2012 and
2013:
| |
Year Ended December 31, | |
| |
2012 | | |
2013 | |
Audit fees(1) | |
$ | 107,000 | | |
$ | 103,000 | |
Audit related fees(2) | |
$ | 75,000 | | |
$ | 24,879 | |
Tax fees(3) | |
$ | 13,600 | | |
$ | 73,538 | |
Total | |
$ | 195,600 | | |
$ | 201,417 | |
(1) |
Includes professional services rendered with respect to the audits of the Company’s annual consolidated financial statements, management’s assessment of internal control over financial reporting, review of consolidated quarterly financial statements, statutory audits of the Company and its subsidiaries, consents and assistance with review of documents filed with the SEC. |
|
|
(2) |
Includes consultations concerning financial accounting and reporting standards and internal control reviews and consultations and due diligence respecting accounting matters in connection with acquisitions and dispositions. |
|
|
(3) |
Includes fees for services related to tax compliance, including preparation of tax returns, claims for refund and assistance with audits and appeals; and tax planning and advice, including advice related to acquisitions and dispositions, services for employee benefit plans, issues with respect to transfer pricing and advice for expatriates. |
|
|
(4) |
Includes fees for business related consultation. |
KFGK has no relationship
with the Company or any affiliate of the Company except as auditors and, to a limited extent, as tax consultants. The Audit Committee
believes that this limited non-audit function does not affect the independence of KFGK.
THE BOARD OF DIRECTORS WILL PRESENT THE FOLLOWING RESOLUTION
AT THE ANNUAL MEETING:
“RESOLVED,
that Kost, Forer, Gabbay & Kasierer, independent registered public accountants in Israel and a member firm of Ernst & Young
Global, be, and they hereby are, re-appointed as independent registered public accounting firm of the Company for the fiscal year
ending December 31, 2014 and until the Company’s next annual general meeting, and that the Board of Directors of the Company,
be, and it hereby is, authorized to determine the remuneration of said auditors in accordance with the volume and nature of their
services, provided such remuneration is also approved by the Audit Committee.”
An affirmative vote of a majority of the
shares represented and voting at the Annual Meeting in person or by proxy is required for the approval of such resolution.
Board of Directors’ Recommendation:
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR”
THE PROPOSED RESOLUTION.
PROPOSAL FOUR — INCREASE OF
THE NUMBER OF ORDINARY SHARES AVAILABLE FOR ISSUANCE UNDER THE Company’s Global SHARE
Incentive Plan
Background
At the meeting of shareholders that took
place on July 12, 2006, the Company's shareholders approved the GSIP, which is governed by, and interpreted in accordance with,
the laws of the State of Israel.
Under the GSIP, the Company may issue either
options, restricted shares or RSUs, to its employees, consultants and board members. Under the GSIP, the Company may also issue
options or restricted shares to the employees, consultants and board members of its subsidiaries, including subsidiaries located
in the United States. The aggregate amount of Ordinary Shares that was authorized to be issued under the GSIP upon its adoption
was 12,8796 Ordinary Shares.
At the annual meeting of the Company’s
shareholders that took place on December 22, 2009, the shareholders resolved to increase the number of Ordinary Shares available
for issuance under the GSIP by 25,000 Ordinary Shares. Out of such 25,000 Ordinary Shares, approximately 16,666 Ordinary Shares
were dedicated as available for grant to employees who are United States taxpayers.
At an extraordinary meeting of the Company’s
shareholders that took place on July 14, 2010, the shareholders resolved that in order to allow the Company flexibility in compensating
Israeli and United States employees, all 25,000 Ordinary Shares, approved by the shareholders for grant under the GSIP on December
22, 2009, be eligible for grant to all employees of the Company, irrespective of whether they are United States or Israeli taxpayers.
At the annual meeting of the Company’s
shareholders that took place on October 12, 2012, our shareholders approved the addition of 853,770 Ordinary Shares of the Company
to the amount of Ordinary Shares authorized for issuance under the GSIP. As of September 30, 2014, there were no Ordinary Shares
available for grant under the GSIP.
THE BOARD OF DIRECTORS WILL PRESENT
THE FOLLOWING RESOLUTION AT THE MEETING:
“RESOLVED,
to approve, the addition of 900,000 Ordinary Shares to the amount of Ordinary Shares authorized for issuance under the GSIP so
that the total number of Ordinary Shares authorized for issuance under the Company’s 2006 Employee Incentive Plan (Global
Share Incentive Plan (2006)) will equal 1,803,739 and that all of these shares shall be eligible for grant to all employees of
the Company, irrespective of whether they are United States or Israeli taxpayers.”
An affirmative vote of a majority of the
shares represented and voting at the Annual Meeting in person or by proxy is required for the approval of such resolution.
Board of Directors’ Recommendation:
THE BOARD OF DIRECTORS RECOMMENDS THAT
YOU VOTE “FOR” THE PROPOSED RESOLUTION.
PROPOSAL FIVE — TO APPROVE
AN EXTENSION OF AN AMENDMENT TO THE EMPLOYMENT AGREEMENT OF MR. KEN BERLIN
Background
Kenneth A. Berlin joined us in November
2009 as our President and Chief Executive Officer. He was later appointed by our shareholders in December 2009 as a member of our
board of directors, and resigned as a director in March 2011. Prior to joining us, Mr. Berlin, served as Worldwide General Manager
at cellular and molecular cancer diagnostics developer Veridex, LLC, a Johnson & Johnson company. Under his leadership the
organization grew to over 100 employees, and he spearheaded the launch of three cancer diagnostic products, the acquisition of
its cellular diagnostics partner, and delivered significant growth in sales as Veridex transitioned from a research and development
entity to a commercial provider of oncology diagnostic products and services. During Mr. Berlin’s tenure, Veridex received
numerous awards including recognition from the Cleveland Clinic and Prix Galien for the use of its innovative CellSearch® technology
in the fight against cancer. Mr. Berlin joined Johnson & Johnson in 1994 and served as corporate counsel for six years. He
then held positions of increasing responsibility within Johnson & Johnson and a number of its subsidiary companies. From 2001
until 2004, he served as Vice President, licensing and new business development in the pharmaceuticals group, and from 2004 until
2007 was Worldwide Vice President, franchise development, Ortho-Clinical Diagnostics. Mr. Berlin holds an A.B. degree from Princeton
University and a J.D. from the University of California, Los Angeles School of Law.
Mr. Berlin's original terms of Employment
included a base salary of $375,000 USD, payable bi-weekly, a target bonus of up to 100% of Mr. Berlin's base salary, a starting
bonus of $200,000 USD in cash upon his commencement date and three additional bonuses of $125,000 USD each conditioned upon the
achievement of certain milestones. These terms of employment were amended with the approval of the Audit Committee and the Board
on June 3, 2012 for the period between June 3, 2012 and December 31, 2013 to reflect a base salary of $500,000 USD, however, during
that time, the discretionary bonus remained up to 100% of the original base salary, a total of $375,000 USD per year.
| 6 | All amounts of Ordinary Shares in the subsection for Proposal Four
entitled “Background” are adjusted to give effect to (i) a 1-for-3.9822 reverse split that took place on June 15, 2006;
(ii) a 1-for-4 reverse split that took place on July 6, 2011 and (iii) a 1-for-15 reverse split that took place on May 14, 2012. |
According to the Companies Law, as amended in Amendment No.
20, the terms of employment of a chief executive officer should be approved (in the following order) by (i) the compensation committee,
(ii) the board of directors and (iii) by the general meeting of shareholders of the Company as set forth below.
The Company’s compensation committee
and Board resolved that, subject to the approval of the Company’s shareholders at the Annual Meeting, to approve in accordance
with Section 272(c1)(1) of the Companies Law., an extension to the amendment dated June 3, 2012 of the employment agreement of
Mr. Ken Berlin, the Chief Executive Officer of the Company. According to such amendment, the CEO is entitled to a base salary at
the annual rate of $500,000 USD, payable bi-weekly or otherwise in accordance with the payroll policy of the Company, set to expire
at the Company’s 2015 Annual Shareholder Meeting;
THE BOARD OF DIRECTORS WILL PRESENT
THE FOLLOWING RESOLUTION AT THE MEETING:
“RESOLVED,
To approve in accordance with Section 272(c1)(1) of the Israeli Companies, Law, 5759-1999 (the "Companies Law")
an extension to the amendment dated June 3, 2012 of the employment agreement of Mr. Ken Berlin, the Chief Executive Officer of
the Company. According to such amendment, the CEO is entitled to a base salary at the annual rate of $500,000 USD, payable bi-weekly
or otherwise in accordance with the payroll policy of the Company, set to expire at the Company’s 2015 Annual Shareholder
Meeting.
An affirmative vote of the holders of a
majority of the voting power represented and voting on the matter in person or by proxy, shall be required provided that (i) such
a majority includes at least a majority of the ordinary shares voted by shareholders who are not controlling shareholders of the
Company nor are they shareholders who have a personal interest in the approval of the proposal set forth in Item 5; or (ii)
the total number of shares of non-controlling shareholders and non-interested shareholders voted against the proposal in Item 5
must not represent more than two percent (2%) of the total voting rights in the Company. Votes abstaining shall not be taken into
account in counting the above-referenced shareholder votes.
A shareholder must inform the Company
before the vote (or if voting by proxy, indicate on the proxy card) whether or not such shareholder is a controlling shareholder
or has a Personal Interest, and failure to do so disqualifies the shareholder from participating in the vote.
Board of Directors’ Recommendation:
THE BOARD OF DIRECTORS RECOMMENDS THAT
YOU VOTE “FOR” THE PROPOSED RESOLUTION.
PROPOSAL SIX — APPROVAL OF
OPTIONS GRANT AND RESTRICTED STOCK UNITS GRANT FOR MR. KEN BERLIN, THE Chief Executive
Officer OF THE Company
Background
According to the Companies Law, as amended
in Amendment No. 20, the terms of employment of a chief executive officer should be approved (in the following order) by (i) the
compensation committee, (ii) the board of directors and (iii) by the general meeting of shareholders of the Company as set forth
below.
The Company’s compensation committee
and Board resolved that, subject to the approval of the Company’s shareholders at the Annual Meeting, Mr. Ken Berlin shall
be entitled to receive a grant of options to purchase up to 100,000 Ordinary Shares of the Company at an exercise price per share
equal to the closing price on the date of grant, which shall be November 30, 2014, vesting in equal installments quarterly over
a period of four (4) years beginning on November 30, 2014 and such options shall expire seven (7) years after the date of grant,
unless they expire earlier in accordance with the terms of the GSIP and 20,000 Restricted Stock Units (“RSUs”)
vesting in equal installments annually over a period of four (4) years beginning on November 30, 2014. The options and RSUs are
granted and otherwise subject to the same terms and conditions as applicable to options and RSUs granted under the GSIP.
THE BOARD OF DIRECTORS WILL PRESENT
THE FOLLOWING RESOLUTION AT THE MEETING:
"RESOLVED: To approve, in accordance
with Section 272(c1)(1) of the Companies, Law, for Mr. Ken Berlin, the Chief Executive Officer of the Company, a grant of options
to purchase up to 100,000 Ordinary Shares of the Company at an exercise price per share equal to the closing price on the date
of grant, which shall be November 30, 2014, vesting in equal installments quarterly over a period of four (4) years beginning on
November 30, 2014 and such options shall expire seven (7) years after the date of grant, unless they expire earlier in accordance
with the terms of the GSIP and 20,000 RSUs vesting in equal installments annually over a period of four (4) years beginning on
November 30, 2014. The options and RSUs are granted and otherwise subject to the same terms and conditions as applicable to options
and RSUs granted under the GSIP.
An affirmative
vote of the holders of a majority of the voting power represented and voting on the matter in person or by proxy, shall be required
provided that (i) such a majority includes at least a majority of the ordinary shares voted by shareholders who are not controlling
shareholders of the Company nor are they shareholders who have a personal interest in the approval of the proposal set forth in
Item 6; or (ii) the total number of shares of non-controlling shareholders and non-interested shareholders voted against
the proposal in Item 6 must not represent more than two percent (2%) of the total voting rights in the Company. Votes abstaining
shall not be taken into account in counting the above-referenced shareholder votes.
A shareholder must inform the Company
before the vote (or if voting by Proxy Card, indicate on the proxy card) whether or not such shareholder is a controlling shareholder
or has a Personal Interest, and failure to do so disqualifies the shareholder from participating in the vote.
Board of Directors’ Recommendation:
THE BOARD OF DIRECTORS RECOMMENDS THAT
YOU VOTE “FOR” THE PROPOSED RESOLUTION.
PROPOSAL SEVEN — REPLACEMENT
OF SECTION 38 OF THE COMPANY'S ARTICLES OF ASSOCIATION
Background
As of October 15, 2014, Section 38 of the
Company’s Article of Association state that the Company's Board shall consist of no less than two (2) nor more than eleven
(11). The Company currently has seven (7) members of the Board, two of which are external according to Israeli Companies Law. In
addition the majority of the Company's directors are independent as determined by the Company’s Board annually according
to NASDAQ rules. Accordingly, the Board is recommending to Shareholders to approve the reduction of the maximum number of possible
Directors of the Company to seven (7).
THE BOARD OF DIRECTORS WILL PRESENT
THE FOLLOWING RESOLUTION AT THE MEETING:
“RESOLVED,
to replace section 38 of the Company’s Articles of Association with the following: “The Board of Directors of the Company
shall consist of not less than two (2) nor more than seven (7) Directors”.
Board of Directors’ Recommendation:
THE BOARD OF DIRECTORS RECOMMENDS THAT
YOU VOTE “FOR” THE PROPOSED RESOLUTION.
An affirmative vote of a majority of the
shares represented and voting at the Annual Meeting in person or by proxy is required for the approval of such resolution.
ADDITIONAL ITEM
As stated above, the Company's Board
has received a request from Mr. Nachum (Homi) Shamir and Mr. Israel Makov, who severally allege to hold 1.67% and 1.69% of
the Company's outstanding share capital, respectively. This request was based on section 66(b) of the Israeli Companies Law
of 1999, according to which one or more shareholder(s) who hold(s) at least 1% of the voting rights in a shareholder meeting,
has the right to request that the Board include an item on the agenda of a shareholders meeting, providing that the subject
is of a nature suited to be discussed at a meeting of the shareholders. According to said request, and providing there are
vacancies in the Board in accordance to the Company's Articles of Association7 this Item 9 will be brought to
discussion of the shareholders in this upcoming shareholder meeting:
PROPOSAL NINE — ELECTION
OF MR. NACHUM (HOMI) SHAMIR
Background
Mr. Nachum (Homi) Shamir and
Mr. Israel Makov are proposing that the shareholders elect Mr. Nachum (Homi) Shamir as a member of the Board of Directors of
the Company. If elected, Mr. Shamir shall serve as a Class II Director of the Company for a term of one
year, until the annual general meeting of the Company’s shareholders to be held in 2015 or until such director’s
office is vacated in accordance with the Company’s Articles and the Companies Law.
7 As the maximum number of directors according to
the Company's Articles of Association may be amended, according to Item 7 of the Agenda.
The following
information was provided with respect to Mr. Shamir, by Mr. Shamir and Mr. Makov. The Company assumes no responsibility for the
correctness of the information below:
Nachum (Homi) Shamir recently retired as
President and Chief Executive Officer and a Director of Given Imaging Ltd., holding this position since April 2006. Early this
year, Mr. Shamir completed the sale of Given Imaging to Covidien for U.S. $1B. This was the second successful exit for Mr. Shamir
who previously sold Scitex Digital Printing Ltd. in 2004 to Eastman Kodak for U.S. $262M. Prior to Joining Given Imaging Ltd.,
Mr. Shamir served as Corporate Vice President of the Eastman Kodak Company and as the President of Eastman Kodak’s Transaction
and Industrial Solutions Group. From June 2003 to January 2004. Mr. Shamir served as a President and Chief Executive Officer of
Scitex Corporation (a NASDAQ listed company), following service in various roles in Scitex and its affiliates from 1993. Before
joining Scitex, Mr. Shamir held senior management positions at various international companies mainly in the Asia Pacific regions.
Mr. Shamir holds a B.Sc in Agriculture
from Hebrew University of Jerusalem and an M.P.A from Harvard University. Mr. Shamir’s I.D. No. is 05220710-7, his address
is 252 Pineland Road NW, Atlanta GA 30342, USA, he was born on January 27, 1954 and he holds Israeli and United States’ citizenships.
Should he be elected, Mr. Shamir shall
receive remuneration that is equal to the remuneration paid to the other directors of the Company (except for the Chairman of the
Board who receives higher remuneration). In accordance with prior resolutions of the Company's Audit Committee, Board and shareholders
meetings that were held on October 12, 2012, and On August 5, 2013 each of the Company's directors (except for the Chairman of
the Board) is entitled to receive: (1) remuneration in an amount of US $20,000 plus VAT per year, paid in equal quarterly installments,
and a director who serves as a member of a Committee formed by the Board shall be entitled to additional annual remuneration of
US $7,500 plus VAT per committee, and (2) payment of a participation fee of the higher of: (a) US $250 plus VAT; or (b) the minimal
participation fee according to the Companies Law, and the regulations promulgated pursuant thereto (as of the date hereof –
US $346.8), for every Board or Board committee meeting including, inter alia, meeting by means of communication (teleconferences)
and unanimous written resolutions.
In addition, each of the Company's directors
(except for the Chairman of the Board who receives higher remuneration) is entitled to receive: (1) options to purchase 24,000
Ordinary Shares, at an exercise price per share equal to the closing price on the date of the shareholders’ meeting approving
the nomination of the Director, vesting in equal installments annually over a period of three years beginning on such date and
such options shall expire seven years after their date of grant, unless they expire earlier in accordance with the terms of the
GSIP, and (2) 5,000 RSUs upon the commencement of each twelve months period in office as a director beginning on the date of the
shareholders meeting approving the nomination of the Director. The options and RSUs are granted and otherwise subject to the same
terms and conditions as applicable to options and RSUs granted under the GSIP, except that the exercise period of the options and
RSUs upon termination shall be six months.
THE DISSIDENTS WILL PRESENT THE FOLLOWING RESOLUTION AT THE
MEETING:
“RESOLVED, to elect Mr.
Nachum (Homi) Shamir as a Class II director, to serve for a term of one year, until the 2015 annual general meeting of
shareholders.”
An affirmative vote of a majority of the
shares represented and voting at the Annual Meeting, on the nomination of directors, in person or by proxy is required for the
approval of such resolution.
ADDITIONAL ITEM
As stated above, the Company's Board
has received a request from Mr. Nachum (Homi) Shamir and Mr. Israel Makov, who severally allege to hold 1.67% and 1.69% of
the Company's outstanding share capital, respectively. This request was based on section 66(b) of the Israeli Companies Law
of 1999, according to which one or more shareholder(s) who hold(s) at least 1% of the voting rights in a shareholder meeting,
has the right to request that the Board include an item on the agenda of a shareholders meeting, providing that the subject
is of a nature suited to be discussed at a meeting of the shareholders. According to said request, and providing there are
vacancies in the Board in accordance to the Company's Articles of Association8 this Item 10 will be brought to
discussion of the shareholders in this upcoming shareholder meeting:
8 As the maximum number of directors according to
the Company's Articles of Association may be amended, according to Item 7 of the Agenda.
PROPOSAL TEN — ELECTION
OF MR. DORON BIRGER
Background
Mr. Nachum (Homi) Shamir and
Mr. Israel Makov are proposing that the shareholders elect Mr. Doron Birger as a member of the Board of Directors of the
Company. If elected, Mr. Birger shall serve as a Class I Director of the Company for a term of three years, until the annual
general meeting of the Company’s shareholders to be held in 2017 or until such director’s office is vacated in
accordance with the Company’s Articles and the Companies Law.
The following
information was provided with respect to Mr. Birger, by Mr. Shamir and Mr. Makov. The Company assumes no responsibility for the
correctness of the information below:
Doron Birger is the CEO of Doron Birger
Management and Consulting and has years of experience of serving on the boards of directors of a variety of publicly-traded companies.
Mr. Birger is an active Chairman on the boards of directors of technology companies including BioCep (until 1/14), Sight Diagnostic,
MST, IOptima (medical device companies), Sightera/Magisto, and a board member of HBL Hadasit (TASE:HBL) and Icecure (TASE:ICECURE).
Mr. Birger was a director of the public companies Given Imaging Ltd. (in which he served as Chairman of the Board of Directors
for five years), Elbit Systems, Elbit Ltd., Netvision and Starling as well as Chairman and board member of many private companies
in the Elron group. Mr. Birger has served as the President and CEO of Elron (NASDAQ and TASE:ELRNF), a leading high-tech group
in Israel. During his term, Elron grew to include 27 companies, three of them publicly traded, focused in the fields of medical
devices, communication, software, clean tech and semiconductors. During Mr. Birger’s term, Elron and its group companies
Completed 13 “exits” for a total value of more than $1B, five mergers and splits of $600M in value, three public offerings
of group companies on Nasdaq and Tel-Aviv Stock Exchange, and hundreds millions dollars of private equity rounds from strategic
investors and leading US and Israeli venture capital funds. Mr. Birger holds a M.A and a B.A. degree in Economics from Hebrew University,
Jerusalem. Mr. Doron Birger’s I.D. No. is 50538198, he was born on May 25, 1951, his address is 4 Maabaroth Street Haifa,
Israel, and he holds Israeli and Lithuanian citizenship.
Should he be elected, Mr. Birger shall
receive remuneration that is equal to the remuneration paid to the other directors of the Company (except for the Chairman of the
Board who receives higher remuneration). In accordance with prior resolutions of the Company's Audit Committee, Board and shareholders
meetings that were held on October 12, 2012, and On August 5, 2013 each of the Company's directors (except for the Chairman of
the Board) is entitled to receive: (1) remuneration in an amount of US $20,000 plus VAT per year, paid in equal quarterly installments,
and a director who serves as a member of a Committee formed by the Board shall be entitled to additional annual remuneration of
US $7,500 plus VAT per committee, and (2) payment of a participation fee of the higher of: (a) US $250 plus VAT; or (b) the minimal
participation fee according to the Companies Law, and the regulations promulgated pursuant thereto (as of the date hereof –
US $346.8), for every Board or Board committee meeting including, inter alia, meeting by means of communication (teleconferences)
and unanimous written resolutions.
In addition, each of the Company's directors
(except for the Chairman of the Board who receives higher remuneration) is entitled to receive: (1) options to purchase 24,000
Ordinary Shares, at an exercise price per share equal to the closing price on the date of the shareholders’ meeting approving
the nomination of the Director, vesting in equal installments annually over a period of three years beginning on such date and
such options shall expire seven years after their date of grant, unless they expire earlier in accordance with the terms of the
GSIP, and (2) 5,000 RSUs upon the commencement of each twelve months period in office as a director beginning on the date of the
shareholders meeting approving the nomination of the Director. The options and RSUs are granted and otherwise subject to the same
terms and conditions as applicable to options and RSUs granted under the GSIP, except that the exercise period of the options and
RSUs upon termination shall be six months.
THE DISSIDENTS WILL PRESENT THE FOLLOWING RESOLUTION AT THE
MEETING:
“RESOLVED, to elect Mr. Doron
Birger as a Class I director, to serve for a term of three years, until the 2017 annual general meeting of shareholders.”
An affirmative vote of a majority of the
shares represented and voting at the Annual Meeting in person or by proxy, on the nomination of directors, is required for the
approval of such resolution.
ADDITIONAL ITEM
As stated above, the Company's Board has
received a request from Mr. Nachum (Homi) Shamir and Mr. Israel Makov, who severally allege to hold 1.67% and 1.69% of the Company's
outstanding share capital, respectively. This request was based on section 66(b) of the Israeli Companies Law of 1999, according
to which one or more shareholder(s) who hold(s) at least 1% of the voting rights in a shareholder meeting, has the right to request
that the Board include an item on the agenda of a shareholders meeting, providing that the subject is of a nature suited to be
discussed at a meeting of the shareholders. According to said request, and providing there are vacancies in the Board in accordance
to the Company's Articles of Association9 this Item 11 will be brought to discussion of the shareholders in this upcoming
shareholder meeting:
PROPOSAL ELEVEN — ELECTION
OF MR. ORI HERSHKOVITZ
Background
Mr. Nachum (Homi) Shamir and
Mr. Israel Makov are proposing that the shareholders elect Mr. Ori Hershkovitz as a member of the Board of Directors of the
Company. If elected, Mr. Hershkovitz shall serve as a Class III Director of the Company for a term of two years, until the
annual general meeting of the Company’s shareholders to be held in 2016 or until such director’s office is
vacated in accordance with the Company’s Articles and the Companies Law.
9
As the maximum number of directors according to the Company's Articles of Association may be amended, according to Item 7 of the
Agenda.
The following
information was provided with respect to Mr. Hershkovitz, by Mr. Shamir and Mr. Makov. The Company assumes no responsibility for the
correctness of the information below:
Ori Hershkovitz
is the managing partner and head of research for the Sphera fund, Israel’s biggest hedge fund managing over $450M in assets.
Mr. Hershkovitz has extensive knowledge in “standard of care” and the knowledge on promising upcoming therapeutics
in all medicine fields. He was Senior Pharmaceutical equity analyst in Leader & Co. Investment House Ltd., one of the Israel’s
largest underwriters, and voted as best analyst in Israel (2004-2005). Mr. Hershkovitz conducted daily business with domestic and
international institutional clients, conducted credit analysis of companies and advised on structured products and M&A activity
for the group. He has years of experience of serving on the boards of the variety of publicly-traded companies, including Medigus
Ltd. and Micromedic Technologies Ltd. Mr. Hershkovitz holds a B.A in Business Administration and Finance from Tel-Aviv University
and is a licensed investment advisor by the Israel Securities Authority. Mr. Ori Hershkovitz’s I.D. No. is 027177500, he
was born on July 25 1974, his address is 32 Shimon Hatarsi Street, Apt.6, Tel-Aviv Israel and he holds an Israeli citizenship.
Should he be elected, Mr. Hershkovitz shall
receive remuneration that is equal to the remuneration paid to the other directors of the Company (except for the Chairman of the
Board who receives higher remuneration). In accordance with prior resolutions of the Company's Audit Committee, Board and shareholders
meetings that were held on October 12, 2012, and On August 5, 2013 each of the Company's directors (except for the Chairman of
the Board) is entitled to receive: (1) remuneration in an amount of US $20,000 plus VAT per year, paid in equal quarterly installments,
and a director who serves as a member of a Committee formed by the Board shall be entitled to additional annual remuneration of
US $7,500 plus VAT per committee, and (2) payment of a participation fee of the higher of: (a) US $250 plus VAT; or (b) the minimal
participation fee according to the Companies Law, and the regulations promulgated pursuant thereto (as of the date hereof –
US $346.8), for every Board or Board committee meeting including, inter alia, meeting by means of communication (teleconferences)
and unanimous written resolutions.
In addition, each of the Company's directors
(except for the Chairman of the Board who receives higher remuneration) is entitled to receive: (1) options to purchase 24,000
Ordinary Shares, at an exercise price per share equal to the closing price on the date of the shareholders’ meeting approving
the nomination of the Director, vesting in equal installments annually over a period of three years beginning on such date and
such options shall expire seven years after their date of grant, unless they expire earlier in accordance with the terms of the
GSIP, and (2) 5,000 RSUs upon the commencement of each twelve months period in office as a director beginning on the date of the
shareholders meeting approving the nomination of the Director. The options and RSUs are granted and otherwise subject to the same
terms and conditions as applicable to options and RSUs granted under the GSIP, except that the exercise period of the options and
RSUs upon termination shall be six months.
THE DISSIDENTS WILL PRESENT THE FOLLOWING RESOLUTION AT THE
MEETING:
“RESOLVED, to elect Mr. Ori Hershkovitz as a Class III director, to serve for a term of two years, until the 2016 annual general meeting of shareholders.”
An affirmative vote of a majority of the
shares represented and voting at the Annual Meeting in person or by proxy, on the nomination of directors, is required for the
approval of such resolution.
ADDITIONAL REQUIRED DISCLOSURES
According to section 4(d) of the Companies
Regulations (Notification of general assemblies and by-type assemblies in a public company and adding an item to the agenda), 2000,
the following table presents information regarding compensation actually received by our five most highly paid executive officers
during the year ended December 31, 2013 (in USD):
Name and position | |
Salary | | |
Employer 401K* | | |
Vehicle Expenses | | |
Pension** | | |
Bonus paid | | |
Equity*** | | |
Total | |
Mr. Ken Berlin Chief Executive Officer | |
| 500,000 | | |
| 7,770 | | |
| 18,000 | | |
| - | | |
| - | | |
| 608,084 | | |
| 1,133,854 | |
Dr. Robert Wassman Chief Medical Officer | |
| 290,000 | | |
| 7,650 | | |
| - | | |
| - | | |
| 15,000 | | |
| - | | |
| 312,650 | |
Mr. Oded Biran Chief Legal Officer | |
| 196,302 | | |
| - | | |
| 14,292 | | |
| 12,160 | | |
| 41,143 | | |
| - | | |
| 263,897 | |
Mr. Ron Kalfus Chief Financial Officer | |
| 145,926 | | |
| - | | |
| 14,210 | | |
| 20,987 | | |
| 20,000 | | |
| - | | |
| 201,123 | |
Ms. Dganit Bar Chief Science Officer | |
| 130,574 | | |
| - | | |
| 11,672 | | |
| 21,901 | | |
| - | | |
| - | | |
| 164,147 | |
| * | 401K – in the U.S., this is the tax-qualified, defined-contribution pension account defined in subsection 401(k) of the
Internal Revenue Code. |
| ** | Pension is for provided for Israel based employees only. |
| *** | Equity is calculated as the value of options awarded, at the time of grant. |
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We are subject to the information reporting
requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), applicable to foreign
private issuers and fulfill these requirements by filing reports with the SEC. You may read and copy any document we file with
the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may call the SEC
at 1-800-SEC-0330 for further information about the SEC’s public reference room. Our SEC filings are also available to the
public at the SEC’s website at www.sec.gov and through the “Investors – SEC Filing” section of our
website at www.rosettagenomics.com.
As a foreign private issuer, we
are exempt from the rules under the Exchange Act related to the furnishing and content of proxy statements. The filing of
the Supplemental Notice of Meeting and this Supplemental Proxy Statement as an exhibit to a Report on Form 6-K with the SEC
should not be taken as an admission that we are subject to the proxy rules under the Exchange Act.
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By order of the Board of Directors, |
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/s/ Brian A. Markison |
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Brian A. Markison |
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Chairman of the Board |
ANNUAL GENERAL MEETING OF SHAREHOLDERS
OF
ROSETTA GENOMICS LTD.
Company no. 51-292138-8
10 Plaut St., Rabin Science Park
Rehovot, 76706
Israel
Phone number +972-73-222-0700
Date of Annual General Meeting-November
5, 2014
SUPPLEMENTAL NOTICE OF INTERNET
AVAILABILITY OF PROXY MATERIAL
The supplemental notice of meeting,
proxy statement and proxy card
are available at www.rosettagenomics.com
Please sign, date and mail
your proxy card as soon
as possible.
The record date for determining the shareholders
entitled to vote at the Annual Meeting
the close of trading on September 30,
2014
Please detach along perforated line and
mail
UNLESS A DULY EXECUTED SUPPLEMENTAL
PROXY CARD DETAILING A SHAREHOLDER’S VOTE ON ITEMS 9 THROUGH 11 IS RECEIVED IN ACCORDANCE WITH THE ABOVE, A PROXY CARD IN THE FORM
THAT WAS PUBLISHED BY THE COMPANY ON OCTOBER 1, 2014, PRIOR TO THE ADDITION OF ITEMS TO THE AGENDA ACCORDING TO THE SHAREHOLDERS’
REQUEST, AS STATED IN THE SUPPLEMENTAL NOTICE AND PROXY STATEMENT, WILL REMAIN VALID AND SAID SHAREHOLDER’S VOTES WILL BE
CONSIDERED AS ABSTAINING VOTES ON ITEMS 9 THROUGH 11 TO THE SUPPLEMENTAL PROXY CARD.
PLEASE
SIGN, DATE AND RETURN PROMPTLY.
PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE |
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THIS
PROXY WILL BE VOTED AS DIRECTED OR, IF NO SPECIFIC INSTRUCTION IS GIVEN WITH RESPECT TO THE MATTER TO BE ACTED ON - THE SHARES
REPRESENTED BY A SIGNED PROXY CARD WILL BE VOTED AS "ABSTAIN" FOR EACH PROPOSAL'. |
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FOR |
AGAINST |
ABSTAIN |
DO
YOU HAVE
ANY
"PERSONAL
INTEREST" IN
THE MATTER1 |
ARE
YOU A
CONTROLLING
SHAREHOLDER1 |
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YES |
NO |
YES |
NO |
Please
sign, date and promptly return this proxy. |
1. To
re-elect Mr. Brian Markison, as a Class I director, for a three year term commencing on the date of his election at the Annual
Meeting and until the Annual General Meeting of the Company’s shareholders to be held in 2017 in accordance with the
Company’s Articles of Association. |
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2. To re-elect Dr. Yitzhak Peterburg, as a Class I director, for a three year term commencing on the date of
his election at the Annual Meeting and until the Annual General Meeting of the Company’s shareholders to be held in
2017 in accordance with the Company’s Articles of Association. |
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3. To approve of the re-appointment of Kost, Forer, Gabbay & Kasierer, a member firm of Ernst & Young
Global (“KFGK”), as the Company’s independent registered public accounting firm for the fiscal year
ending December 31, 2014, and until the next Annual Meeting, and to authorize the Audit committee and the Board of Directors
of the Company to determine the remuneration of KFGK in accordance with the volume and nature of their services. |
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4. To approve the addition of 900,000 ordinary shares, nominal (par) value NIS 0.6 each, to the shares authorized
for issuance under the Company’s Global Share Incentive Plan (“GSIP”), so that the total number of
Ordinary Shares authorized for issuance under the GSIP will equal 1,803,739. |
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5. To
approve, effective as of January 1, 2014, in accordance with Section 272(c1)(1) of the Israeli Companies, Law, 5759-1999 (the
"Companies Law"), of an extension, to the amendment dated June 3, 2012 of the employment agreement of Mr. Ken Berlin,
the Chief Executive Officer of the Company. According to such amendment, the CEO is entitled to a base salary at the annual
rate of $500,000 USD, payable bi-weekly or otherwise in accordance with the payroll policy of the Company, set to expire at
the Company’s 2015 Annual Shareholder Meeting. |
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6. Approval,
in accordance with Section 272(c1)(1) of the Companies, Law, for Mr. Ken Berlin, the Chief Executive Officer of the Company,
a grant of options to purchase up to 100,000 shares of the Company at an exercise price per share equal to the closing price
on November 30, 2014, vesting in equal installments quarterly over a period of four years beginning on November 30,
2014 and such options shall expire seven years after their date of grant, unless they expire earlier in accordance with the
terms of the Company's GSIP and 20,000 Restricted Stock Units (“RSUs”) vesting in equal installments annually
over a period of four (4) years beginning on November 30, 2014. The options and RSUs are granted and otherwise subject to
the same terms and conditions as applicable to options and RSUs granted under the GSIP. |
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7. To
replace section 38 of the Company's Articles of Association with the following: "The Board of Directors of the Company
shall consist of not less than two (2) nor more than seven (7) Directors. |
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8. Discussion
regarding the Consolidated Financial Statements of the Company for the fiscal year ended December 31, 2013 |
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9. Providing
there are available vacancies on the Company's Board of Directors according to Article 38 of the Company's Articles of
Association, to elect Mr. Nachum (Homi) Shamir to serve as a Class II director of the Company for a 1 year term
commencing on the date of his election at the Annual Meeting and until the Annual General Meeting of the Company’s
shareholders to be held in 2015 in accordance with the Company’s Articles of Association. |
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10. Providing
there are available vacancies on the Company's Board of Directors according to Article 38 of the Company's Articles of Association,
to elect Mr. Doron Birger to serve as a Class I director of the Company for a 3 year term commencing on the date of his election
at the Annual Meeting and until the Annual General Meeting of the Company’s shareholders to be held in 2017 in accordance
with the Company’s Articles of Association. |
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11. Providing
there are available vacancies on the Company's Board of Directors according to Article 38 of the Company's Articles of Association,
to elect Mr. Ori Hershkovitz to serve as a Class III director of the Company for a 2 year term commencing on the date of his
election at the Annual Meeting and until the Annual General Meeting of the Company’s shareholders to be held in 2016
in accordance with the Company’s Articles of Association. |
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Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. |
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Dated:__________________________,
2014 |
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______________________________Signature |
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_____________________________________ |
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Signature |
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| 1 | A shareholder must inform the Company before the
vote (or if voting by proxy, indicate on the proxy card) whether or not such shareholder has a Personal Interest and whether or
not such Shareholder is a "controlling shareholder", and failure to do so disqualifies the shareholder from participating
in the vote. |
According
to the Companies Law a shareholder will be deemed to have a personal interest if he or she has personal interest in an act or
transaction of the company, including a personal interest of his or her relative or of a corporate body in which that person or
a relative of that person is a holder of 5% or more of that corporate body’s outstanding shares or voting rights, is a director
or general manager, or in which he or she has the right to appoint at least one director or the general manager. For that matter
according to the Companies Law - “Personal interest” does not apply to a personal interest stemming merely from the
fact that the office holder is also a shareholder in the company. In addition, the term “personal interest” also includes
the personal interest of a person voting under a proxy given by another person, even if such appointing person has no personal
interest in the proposed act or transaction. In addition, the vote of a person voting under a proxy given by a person having a
personal interest in the proposed act or transaction, even if the person voting under the proxy has no personal interest, shall
be deemed as a vote made by a person having a personal interest in the proposed act or transaction. The Companies Law defines
a “relative” as a person’s spouse, sibling, parent, grandparent or descendent, as well as the descendant, sibling
or parent of a person’s spouse, or the spouse of any of the foregoing.
According to the Companies
Law, a controlling shareholder is any shareholder that has the ability to direct the activities of the company, including a shareholder
holding 25% or more of the voting rights if no other shareholder owns more than 50% of the voting rights in the company, but excluding
a shareholder whose power derives solely from his or her position on the board of directors or any other position with the company.
If two or more shareholders are interested parties in the same transaction, their shareholdings are combined for the purposes of
calculating percentages. A shareholder holding 50% or more of the voting rights of the Company is presumed to be a controlling
shareholder.
ROSETTA GENOMICS LTD. |
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For the Annual General Meeting of Shareholders |
To Be Held On November 5, 2014 |
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THIS
SUPPLEMENTAL PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND ON BEHALF OF MR. ISRAEL MAKOV AND MR. NACHUM (HOMI) SHAMIR |
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The undersigned shareholder of Rosetta Genomics Ltd. (the "Company") hereby appoints Oded Biran of the Company, with full power of substitution, the true and lawful attorney, agent and proxy of the undersigned, to vote, as designated on the reverse side, all of the Ordinary Shares of the Company which the undersigned is entitled in any capacity to vote at the Annual General Meeting of Shareholders of the Company to be held at the offices of the Company at 10 Plaut St., Rehovot, Israel on November 5, 2014 at 10:00 a.m. (ET) and all adjournments and postponements thereof. |
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The undersigned hereby acknowledges receipt of the Notice of Annual General Meeting and the Proxy Statement accompanying such Notice, revokes any proxy or proxies heretofore given to vote upon or act with respect to the undersigned's shares and hereby ratifies and confirm all that the proxy or their substitutes may lawfully do by virtue hereof. |
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This proxy when properly executed will be voted in accordance with the manner directed herein by the undersigned shareholder. |
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(CONTINUED AND
TO BE SIGNED ON REVERSE SIDE) |
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