Exhibit 99.2
ZITVAR, GALOR & Co., LAW OFFICES
Gibor Sport Building, 7 Begin St., Ramat Gan, ISRAEL
Fax: (972-3) 6127779 e-mail: ronen@zitvar.com Tel: (972-3) 6127778
RONEN ZITVAR
YAACOV GALOR (GALEA)
EYAL REGEV
HAGIT ROSS
ZOHAR HADAR
EHUD WEINBERGER
NIRIT BEN MEIR
DROR KARNY
November 19, 2014
Draft
To:
Shlomo Landress Esq.
Amit, Pollak, Matalon & Co.
17 Yitzhak Sade, Nitzba Building
Tel Aviv 6777517
Without Prejudice
Honorable Friend,
Re:B.O.S Better Online Solutions Ltd.
On behalf of our client, D.D. Goldstein Properties and Investments Ltd., which holds 127,200 Ordinary Shares of B.O.S Better Online Solutions Ltd. (the “Company”), in continuance of our correspondence regarding the invitation to the shareholders meeting, we are contacting you as follows :
| 1. | First, we come to know that the Company intends to hold a special shareholders meeting, that its agenda includes extension or termination of the two outside directors who serve the Company, the honorable David Golan and Orit Nir Swartz. |
| 2. | Pursuant to Section 66 to the Companies Law 1999 (the “Companies Law”), the Company is hereby required to include in the agenda of the above mentioned special shareholders meeting, also the following issues: |
| 2.1 | Termination of Director’s service, under the suggested language: “To immediately terminate the service of Mr. Eduard Zukerman as a director in the Company.” |
| 2.2 | Termination of Director’s service, under the suggested language: “To immediately terminate the service of Mr. Ronen Zeblik as a director in the Company.” |
| 2.3 | Appointment of Outside Director/Director, under the suggested language: “To appoint Mr. Eliezer (Modi) Zandberg as an outside director in the Company. Alternatively, to appoint Mr. Zandberg as a director in the Company.” |
| 2.4 | Appointment of Outside Director/Director, under the suggested language: “To appoint Dr. Vered (Vivi) Ziv as a director in the Company.” |
| 2.5 | Appointment of Outside Director/Director, under the suggested language: “To appoint Hagit Ross, Esq. as a director in the Company.” |
| 3. | The statements of qualification of the Honorable Zandberg, Ziv and Ross are attached to this letter. In the upcoming days we will make sure to also transfer questionnaires signed by them. |
| 4. | Alternatively, as a precaution, please see this letter also as pursuant to Section 63(a) to the Companies Law. |
| 5. | Nothing that is mentioned in this letter or that is not mentioned in it, exhausts our client’s arguments and all our client’s rights are reserved. |
With Much Honor,
Ronen Zitvar, Esq.
Zitvar, Galor & Co., Lawyers
Copy: D.D. Goldstein Properties and Investments Ltd.
To: B.O.S. Better Online Solutions Ltd,
Dear Sir/Madam,
Re:Statement of Nomination for an Outside Director Position at B.O.S. Better Online Solutions Ltd.
I the undersigned,Eliezer Zandberg, holding ID Number057382905, am nominated to serve as an outside director at the board of directors of B.O.S. Better Online Solutions Ltd. (the “Company”), including as a member at the Company’s Audit Committee and as a member at the Company’s Compensation Committee, hereby declare, as follows:
This statement is provided in accordance with the requirements stipulated in the Companies Law 1999 (“Companies Law”) and the Companies Regulations (Conditions and Tests for a Director with Accounting and Finance Expertise and for a Director with Professional Qualifications), 2006 (“Qualification Regulations”), and the definitions and terms set out therein:
| 1. | I am a resident of Israel and I am qualified to be appointed as an outside director in the company; |
| 2. | I am aware, as of this day, that the company’s main business is providing RFID solutions and supply chain solutions; |
| 3. | I hereby confirm, that I have the required qualifications and the ability to devote the appropriate time, in order to perform my duties as a director in the company, in consideration of, among others, the company needs and size. |
| 4. | Education, experience and qualifications |
| 4.1 | My education, training, academic degrees and work experience, in detail, can be seen in a short biographyhereby attached asExhibit A to this statement and it is an integral part of it. |
| 4.2 | As a result of my education, experience and qualifications, I am highly skilled and have an understanding in commercial and financial subjects as well as financial statements, in a way that allows me to deeply understand the company’s financial statements, and to initiate discussions about the manner of presentation of financial data, including: |
| 4.2.1 | I am knowledgeable in accounting and accounting control issues typical to companies as large and complex as the Company; |
| 4.2.2 | I am knowledgeable in the roles of the auditor and the duties imposed on him; |
| 4.2.3 | I am knowledgeable in preparation and approval of financial statements under the Companies Law and the Securities Law, 1968 (“Securities Law”); |
| 5. | I am not a family relative of the controlling shareholder; |
| 6. | Neither I, my relatives, my partners, my employer, my subordinates, directly or indirectly, or a corporation controlled by me, at this time or for the two years prior to this time, have any Link to the company, to the Company’s controlling shareholder, or to relatives to the controlling shareholder, at this time, or to an Other Corporation; to this matter: |
“Link” – Existence of working relationship, usual business or professional contacts, or control, and service as an officer in the company.
“Other Corporation” – A corporation that its controlling shareholder, at time of nomination or for the two years prior to the nomination date, is the company or its controlling shareholder.
| 7. | Neither I, my relatives, my partners, my employer, my subordinates, directly or indirectly, or a corporation controlled by me, have commercial or professional relations to whom we shouldn’t be linked, as stated in Section 6 above, even if those relations are not usual, except for insignificant relations. |
| 8. | I didn’t receive any compensation in violation of Section 244(b) to the Companies Law, which stipulates that an outside director will not receive, in addition to his compensation and reimbursement of expenses, any compensation, directly and indirectly, for serving as a director in the company (except for an indemnification and insurance coverage as part of a directors and officers insurance policy); |
| 9. | I am neither an employee of the Company, subsidiary of the Company, a related company or of a party with an interest in the Company; |
| 10. | My roles or other occupations do not create and are not likely to create a conflict of interest with my role as a director in the Company, and should not harm my ability to serve as a director in the Company; |
| 11. | I do not serve as a director of another company in which one of its external directors serves as a director in the Company. |
| 12. | I do not hold any securities of the Company; |
| 13. | I am not an Israeli Securities Authority employee nor a Tel-Aviv Stock Exchange employee. |
| 14. | I hereby declare that I am not a minor, incompetent, I have not been declared bankrupt and I have not been convicted by a final judgment of an offense listed below: |
| 14.1 | Offenses pursuant to section 290 through 297, 392, 415, 418 through 420, and 422 through 428 pursuant to the Penal Law, 1977 and pursuant to Section 52C, 52D, 53(A) and 54 pursuant to the Securities Law; |
| 14.2 | Have any conviction by a court outside Israel for bribery, fraud, corporate officers offenses or offenses of the use of inside information; |
| 14.3 | Conviction of any other offense which the Court held that due to its nature, severity or circumstances I should not serve as a director in a public company; |
| 14.4 | Any other offenses held by the Minister of Law by virtue of Section 226(C) to the Companies Law, if any. |
| 15. | The Administrative Enforcement Committee (as defined in Section 52LB to the Securities Law) did not impose any enforcement measures prohibiting me from serving as a director in a public company, and if such an enforcement measure was imposed, the period, which was ruled by the Administrative Enforcement Committee as a period prohibited to serve as a director in a public company, has already passed. |
| 16. | If and when one or more of the conditions held by the Companies Law and/or the Qualification Regulations relevant to my service as an outside director in the Company, will cease to exist, or there will be ground to terminate my service as an outside director in the Company, I will immediately inform the company, and my service will expire on the date of such notice. |
| 17. | I am aware that this statement will be used by the company for examination whether I am eligible to serve as an outside director in the Company. Also, I hereby confirm, that I am aware that this statement will be kept at the Company registered office and it might be published as part of the Company public reports. |
| 18. | I am not aware of any other significant detail that can influence my service as an outside director in the Company. Should I be aware of any such detail I would have stated it in this statement, and I hereby undertake to inform the Company immediately once I will find out of any significant detail such as mentioned above that may influence my service as an outside director. |
| 19. | After I read carefully and understood all of the above, I hereby declare that this is my name and signature and that the content of this affidavit is true. |
| Date: 11-19-2014 | Signature:Eliezer Sandberg |
Eliezer(Moodi)Sandberg
WorldChairman–KerenHayesod–UnitedIsraelAppeal
Since2010
Roles in the Israeli Government
30thGovernment:
| 2004 | Minister of national infrastructures (energy &water) |
Launching the IPP reform in power production. Creating the bases for Major changes in water policy. Advising Israel's natural Gaz infrastructure
| 2003 – 2004 | Minister of Science and Technology. Creating thenational council for |
Science and technology and the science infrastructure programs. Elaborating the space cooperation into new projects. Increasing research budgetand support to new fields.
| 2003 – 2004 | Chairman of the cabinetministers committee for science and technology. |
| 2004 | Member ofminister's committee of economics |
27th Government:
Deputy Minister of Education, Culture,and Sport (in charge of sports affairs)
Functions in Knesset (Israeli Parliament)
| 1992 – 2006 | Member of Knesset (thirteenth – sixteenth Knesset) |
1992 – 2003,
2005 – 2006 | Member, various committees: Economics, Constitution, law and justice, Science and technology, Labor, welfare and health, Anti-drug abuse, Immigration and Absorption, Education culture and sports, andmore. |
| 1992 – 1999, 2005-2006 | Member and head of Israeli parliamentary delegation to the council of Europe. |
| 1992 – 2003 | Chairman of parliamentary groups |
| 1992 – 1996 | Deputy Chairman, Elections Committee |
| 1996 – 1999 | Chairman, subcommittee for corporation's law bill. |
| 1999 – 2000 | Chairman, Committee for the Examination of the Maccabia Bridge Disaster |
| 1999 - 2000 | Political advisors to thescience and technology committee of the council ofEurope |
1999 – 2003,
2005 – 2006 | Founder and chairman, Israel-Africa Friendship Union |
| 2001 – 2003 | Founder andChairman, Subcommittee on Hi – Tech |
| 1996 – 2003 | Chairman, Israel-Finland Friendship Union |
| 2005 – 2006 | Chairman Israel-Vietnam Friendship union |
| 2005 – 2006 | Chairman Israel-BrazilFriendship union |
Management Positions:
Keren Hayesod – UIA –World Chairman
Energtek INC –(EGTK.OTC.US)– Chairman of the board ofdirectors
Dor Chemicals L.T.D. –member of the board and advisor
Gruppo MultiMedica (italy) –member of the board of directors
Maglan Information Defense and Technologies L.T.D - Advisory Board
Wmt L.T.D Technologies –memberof the board of directors
Wietz Center for Development Studies––member of the board of directors
Galilee College – Lecture
National Innovation Fund of the republic of Kazakhstan –Chairman of the Board
(2007-2009)
EthiopianNational Project – Chairman – (2007-2010) Gigi Cosmetics L.T.D. (Israel) – Chairman (2006-2008)
Gatal–L.T.D – Chairman of The Board of Director – (2007-2011)
Intellect Neuroscience INC. – Memberof the board of directors – (2006-2008) Knesset Christian Allies Caucus –Counsel for Business Affairs - (2006-2009) Amerils L.T.D –memberof the board of directors – (2007—2009)
Leo back high school –member ofthe board of trustee – (2007-2009)
Gilad Lobbing – Advisor for energy (Development Israel Natural Discoveries) – (2009-2011)
Education
| 1980 – 1984 | LL.B., Tel Aviv University |
Military Service
1984 – 1988 Lieutenant in the Army Prosecutor's Office
Languages
Fluent in spoken and written Hebrew & English
Personal
Born 1962 in Haifa, Israel
Married, Three children
Residence: Haifa, Israel
Date: 19 November 2014
To: B.O.S. Better Online Solutions Ltd,
Dear Sir/Madam,
Re:Statement of Nomination for a Director Position at a Public Company
I the undersigned,Vered Vivi Ziv, holding ID Number069641793, am nominated to serve as an outside director at the board of directors of B.O.S. Better Online Solutions Ltd. (the “Company”), hereby declare, as follows:
This statement is provided in accordance with the requirements stipulated in the Companies Law 1999 (“Companies Law”) and the definitions and terms set out therein:
| 1. | I hereby give my consent to serve as a director of the Company. |
| 2. | I hereby confirm, that I have the required qualifications and the ability to devote the appropriate time, in order to perform my duties as a director in the company (Including my service in Directors Committees), in consideration of, among others, the company needs and size. |
| 3. | My education, training, academic degrees and work experience, in detail, can be seen in a short biographyhereby attached asExhibit A to this statement and it is an integral part of it. |
| 4. | I hereby declare that I am not a minor, incompetent, I have not been declared bankrupt and I have not been convicted by a final judgment of an offense listed below: |
| 4.1 | Offenses pursuant to section 290 through 297, 392, 415, 418 through 420, and 422 through 428 pursuant to the Penal Law, 1977 and pursuant to Section 52C, 52D, 53(A) and 54 pursuant to the Securities Law 1968, (“Securities Law”); |
| 4.2 | Have any conviction by a court outside Israel for bribery, fraud, corporate officers offenses or offenses of the use of inside information; |
| 4.3 | Conviction of any other offense which the Court held that due to its nature, severity or circumstances I should not serve as a director in a public company; |
| 4.4 | Any other offenses held by the Minister of Law by virtue of Section 226(C) to the Companies Law, if any. |
| 5. | The Administrative Enforcement Committee (as defined in Section 52LB to the Securities Law) did not impose any enforcement measures prohibiting me from serving as a director in a public company, and if such an enforcement measure was imposed, the period, which was ruled by the Administrative Enforcement Committee as a period prohibited to serve as a director in a public company, has already passed. |
| 6. | My roles or other occupations do not create and are not likely to create a conflict of interest with my role as a director in the Company, and should not harm my ability to serve as a director in the Company. |
| 7. | If and when one or more of the conditions held by the Companies Law and/or the Qualification Regulations relevant to my service as an outside director in the Company, will cease to exist, or there will be ground to terminate my service as an outside director in the Company, I will immediately inform the company, and my service will expire on the date of such notice. |
| 8. | I am aware that this statement will be used by the company for examination whether I am eligible to serve as an outside director in the Company. Also, I hereby confirm, that I am aware that this statement will be kept at the Company registered office and it might be published as part of the Company public reports. |
| 9. | After I read carefully and understood all of the above, I hereby declare that this is my name and signature and that the content of this affidavit is true. |
| Date: 11-19-2014 | Signature: ___X_________________ |
Nov.2014
Curriculum Vitae
ViviZiv,Ph.D.,MBA
Summary
An executivewithover18yearsofexperienceinthe medicaldevice,biotechandcosmetics industryinsenior executiveandmanagerialroles.Experienceingeneralmanagement,QA, regulation,R&D,clinicaldevelopment,business developmentandoperationsinbothpublic andprivatecompanies.
Abroadbasisofacademicstudies,includingmultidisciplinary PhDandM.Sc.degreesin ChemistryfromtheWeizmannInstitute,anMBAinBusinessManagement fromtheBar-Ilan UniversityandaB.Sc.inFoodEngineering &Biotechnology fromtheTechnion.
Twelve(12)cumulativeyearsofexperienceservingontheBoardofDirectorsofIsrael’stwo largestgovernmentalinfrastructurecompanies-Israel'sElectricCompany and Mekorot, Israel'sNational WaterCompany
ProfessionalExperience
2014–Present: VPQualityandRegulatory,EmiliaCosmetics
2010–2014: COO,MicromedicTechnologies,Ltd
2009-2010: Independentconsultant
2008–2009: VPRadiopharmaceuticals,SoreqNuclearResearchCenter
| 2005-2008: | GeneralManager,IntellectNeurosciencesLtd.andCOO,Intellect Neurosciences Inc.(IntellectNeurosciencesisarevivalofMindset Biopharmaceuticals–seebelow) |
2003-2005: Compugen,Director,Clinical,RegulatoryandQA
| 2000-2003: | MindsetBioPharmaceuticals,Director,Clinical& RegulatoryAffairs(later re-foundedasIntellectNeurosciences–seeabove) |
1998–2000: QuintilesIsrael,BusinessDevelopmentManager
1997-1998:Novadent(UltrasoundSystems),R&DDirector.
1996-1997:MyriadUltrasoundSystems,R&DClinicalResearchSpecialist.
BoardofDirectorsExperience
| 2011 –2014: | IEC–IsraelElectricCompany,BoardMember,Chairpersonofthe BusinessDevelopment andMarketing Committee, memberofthe Compensation Committee,Corporate responsibilityCommitteeandthe HumanResourcesCommittee. |
2008–2011:MekorotEnterprises&Development,Board MemberandChairpersonof theBoard'sAuditCommittee, memberoftheHumanResources Committee.
| 2004-Present: | Mekorot,Israel'sNationalWaterCo.,ActingChairPerson(April- December2013),ChairpersonoftheBoard'sAudit Committee(5years), Chairperson oftheBoard'sCommitteeforNew Water Technologies (Watech),memberofthe Human ResourcesCommitteeand the Water Security Committee. |
Education
1993-1998 MBA,BusinessManagement,Bar-IlanUniversityBusinessSchool
1991-1995 Ph.D.,Chemistry,DepartmentofStructuralBiology,WeizmannInstitute.
1989-1991 M.Sc.,Chemistry,WeizmannInstitute
1983-1988 B.Sc.,FoodEngineeringandBiotechnology,TheTechnion
Prizes&Awards
1996-TheMaxPlanckSocietyrewardforoutstandingresearch
1987-Deanexcellenceprizeforstudyachievements,TheTechnion
1986- Deanexcellenceprizeforstudyachievements,TheTechnion
Personal
Placeofbirth:USA Marital
state:Married+2
Languages:
HebrewandEnglish:Mothertonguelevel
Date: 19 November 2014
To: B.O.S. Better Online Solutions Ltd,
[To whom it may concern,]
Re:Statement of Nomination for a Director Position at a Public Company
I the undersigned,Hagit Ross, holding ID Number27118413, am nominated to serve as an outside director at the board of directors of B.O.S. Better Online Solutions Ltd. (the “Company”), hereby declare, as follows:
This statement is provided in accordance with the requirements stipulated in the Companies Law 1999 (“Companies Law”) and the definitions and terms set out therein:
| 1. | I hereby give my consent to serve as a director in the Company. |
| | | |
| 2. | I hereby confirm, that I have the required qualifications and the ability to devote the appropriate time, in order to perform my duties as a director in the company (Including my service in Directors Committees), in consideration of, among others, the company needs and size. |
| | | |
| 3. | My education, training, academic degrees and work experience, in detail, can be seen in a short biographyhereby attached asExhibit A to this statement and it is an integral part of it. |
| | | |
| 4. | I hereby declare that I am not a minor, incompetent, I have not been declared bankrupt and I have not been convicted by a final judgment of an offense listed below: |
| 4.1 | Offenses pursuant to section 290 through 297, 392, 415, 418 through 420, and 422 through 428 pursuant to the Penal Law, 1977 and pursuant to Section 52C, 52D, 53(A) and 54 pursuant to the Securities Law 1968, (“Securities Law”); |
| | | |
| 4.2 | Have any conviction by a court outside Israel for bribery, fraud, corporate officers offenses or offenses of the use of inside information; |
| | | |
| 4.3 | Conviction of any other offense which the Court held that due to its nature, severity or circumstances I should not serve as a director in a public company; |
| | | |
| 4.4 | Any other offenses held by the Minister of Law by virtue of Section 226(C) to the Companies Law, if any. |
| 5. | The Administrative Enforcement Committee (as defined in Section 52LB to the Securities Law) did not impose any enforcement measures prohibiting me from serving as a director in a public company, and if such an enforcement measure was imposed, the period, which was ruled by the Administrative Enforcement Committee as a period prohibited to serve as a director in a public company, has already passed. |
| 6. | My roles or other occupations do not create and are not likely to create a conflict of interest with my role as a director in the Company, and should not harm my ability to serve as a director in the Company. |
| 7. | If and when one or more of the conditions held by the Companies Law and/or the Qualification Regulations relevant to my service as an outside director in the Company, will cease to exist, or there will be ground to terminate my service as an outside director in the Company, I will immediately inform the company, and my service will expire on the date of such notice. |
| 8. | I am aware that this statement will be used by the company for examination whether I am eligible to serve as an outside director in the Company. Also, I hereby confirm, that I am aware that this statement will be kept at the Company registered office and it might be published as part of the Company public reports. |
| 9. | After I read carefully and understood all of the above, I hereby declare that this is my name and signature and that the content of this affidavit is true. |
| Date: 11-19-2014 | Signature: ____X_________________ |
Hagit Ross
hagit@zitvar.com
Professional Experience
Zitvar & Co., Law Offices, Israel – Tel Aviv2009 - Present
Partner
Erdinast Ben Nathan & Co., Israel – Tel Aviv2006-2009
Associate
Avnet – Cyber and Information Security, Rishon Le-Tzion2006-2008
Director
Goldfarb Seligman & Co., Israel – Tel Aviv2001-2006
Associate
Dankner-Luski & Co., Advocates, Israel - Tel Aviv2000-2001
Internship
College of Management, Israel - Rishon Le-Tzion2003-2005
Teacher Assistant – Civil Procedure Course
Ramat Gan Academic Center Law-School, Israel - Ramat Gan2000-2003
Teacher Assistant - Civil Procedure Course
Legal Experience:
Specializes in capital market and securities regulations, corporate and commercial law, mergers and acquisitions and real estate law.
Member of the Israeli bar since 2001
Member of the Securities and Capital Markets committee of the Israeli bar.
Education:
Ramat Gan Academic Center Law-School – LLB (magna cum laude, 2000)
