At a special general meeting ("the Meeting") of the stockholders of BioCancell Therapeutics, Inc. ("the Company"), held on January 12, 2012 at the offices of the Company, following adjournment on January 11, 2012, the following matters were considered by the Meeting:
| 1. | The Meeting resolved to renew the employment agreement of Professor Abraham Hochberg for an additional three years, as of December 1, 2011. |
Of the 10,996,818 shares whose owners were present at the meeting and participated in the vote, stockholders holding 10,068,241 shares (91.56%) voted in favor of the resolution, and stockholders holding 928,577 shares (8.44%) voted against. The votes against represent 3.48% of the Company’s total issued shares. Stockholders holding 1,482,079 shares abstained in the vote. Of the 4,928,910 shares participating in the vote and not held by controlling stockholders, stockholders holding 4,000,333 shares (81.16%) voted in favour of the resolution. Thus, more than one half of the shares held by non-controlling stockholders and participating in the vote approved the appointment.
| 2. | The Meeting resolved to approve the grant of options to purchase 300,000 shares of Common Stock of the Company to Professor Abraham Hochberg, at an exercise price per share of NIS 1.583, with 6.25% of the grant to vest at the end of each calendar quarter, commencing December 31, 2011. |
Of the 10,996,818 shares whose owners were present at the meeting and participated in the vote, stockholders holding 10,618,636 shares (96.56%) voted in favor of the resolution, and stockholders holding 378,182 shares (3.44%) voted against. The votes against represent 1.42% of the Company’s total issued shares. Stockholders holding 1,482,079 shares abstained in the vote. Of the 4,928,910 shares participating in the vote and not held by controlling stockholders, stockholders holding 4,550,728 shares (92.33%) voted in favour of the resolution. Thus, more than one half of the shares held by non-controlling stockholders and participating in the vote approved the appointment, and less than two percent of the outstanding share capital voted against.
| 3. | The Meeting did not resolve to amend the Company's Amended and Restated Certificate of Incorporation increasing the Company's authorized stock capital. |
Of the 12,478,897 shares whose owners were present at the meeting and participated in the vote, stockholders holding 11,806,897 shares (100%) voted in favor of the resolution, and no stockholders voted against. Stockholders holding 672,000 shares abstained in the vote. The affirmative votes of holders of 13,342,511 shares, being 50% of the Company’s outstanding share capital, was required for the resolution to be approved, and it was therefore not approved.
| 4. | The Meeting resolved to approve the private placement of 11,144,400 common shares of the Company to Clal Biotechnology Industries Ltd. (“CBI”) and other investors, at a price of NIS 1 per share, and the private placement of securities to previous investors, including CBI and Tikcro Technologies Ltd., entitled to an adjustment mechanism upon completion of the aforementioned investment. The Meeting further resolved to approve the payment of a distribution fee of 7% of funds received (except from CBI and the Provident Fund of the Employees of the Hebrew University of Jerusalem) to Clal Finance Underwriting Ltd. |
Of the 10,766,818 shares whose owners were present at the meeting and participated in the vote, stockholders holding 10,766,818 shares (100%) voted in favor of the resolution, and no stockholders voted against. Stockholders holding 1,712,079 shares abstained in the vote. Of the 3,529,074 shares participating in the vote and not held by interested stockholders, stockholders holding 3,529,074 shares (100%) voted in favour of the resolution. Thus, more than one half of the shares held by disinterested stockholders participating in the vote approved the appointment, and less than two percent of the outstanding share capital voted against.
