Each
committee of the board of directors that is authorized to exercise powers vested in the
board of directors must include at least one outside director, and the audit committee
must include all the outside directors. An outside director is entitled to compensation as
provided in regulations adopted under the Israeli Companies Law and is otherwise
prohibited from receiving any other compensation, directly or indirectly, in connection
with such service.
Our
Board of Directors has two outside directors under Israeli law, Mr. Dov Kleiman, who has
accounting and financial expertise, and Ms. Eliane Markowitz, who has
professional qualification, as such terms are defined under the Israeli
Companies Law.
Independent
Directors
. In general, NASDAQ Marketplace Rules require that the board of directors of
a NASDAQ-listed company have a majority of independent directors and that its audit
committee consist solely of independent directors, each of whom satisfies the respective
independence requirements of NASDAQ and the Securities and Exchange
Commission. We currently comply with such requirements. Our Board of Directors has
determined that each of Mr. Martin Bandel, Mr. Dov Kleiman, Ms. Eliane Markowitz, Mr. Ron
Sandak and Mr. Itzchak Zilberberg qualifies as an independent director under the
requirements of the Securities and Exchange Commission and NASDAQ. Mr. Dov Kleiman and Ms.
Eliane Markowitz are also our outside directors within the meaning of the Israeli
Companies Law.
In
addition, under a recent amendment to the Israeli Companies Law, Israeli public companies
may determine in their articles of association the number of independent directors, within
the meaning of the Israeli Companies Law, that must serve on their board of directors.
Under the Israeli Companies Law, such companies may further elect to adopt a provision in
their articles of association whereby, in the event that there is no controlling
shareholder or a control block in the company, the board of directors will
have a majority of independent directors, and in the event that a controlling shareholder
or a control block does exist in the company, at least one third of the board
members will be independent directors. The term control block means shares
conferring 25% or more of the voting rights in the company. A director who qualifies as an
outside director within the meaning of the Israeli Companies Law and that the audit
committee has approved such qualification, and who has not served as a director of the
company for more than nine consecutive years, constitutes an independent
director under the Israeli Companies Law. We have not included such a provision in
our articles of association since our board of directors complies with the independent
director requirements of the NASDAQ Marketplace Rules described above.
Audit Committee
Under
the Israeli Companies Law, the board of directors of any public company must establish an
audit committee. The audit committee must consist of at least three directors and must
include all of the outside directors. The audit committee may not include: the chairman of
the board of directors; any director employed by the company or providing services to the
company on an ongoing basis; or a controlling shareholder or any of the controlling
shareholders relatives. Under the Israeli Companies Law, the role of the audit
committee is to identify faults in the business practices of the company, among other
things, by consulting with the companys independent registered public accounting
firm and internal auditor, and to make recommendations to the board for remedying such
faults. In addition, under the Israeli Companies Law, the approval of the audit committee
is required for specified actions and transactions with office holders and controlling
shareholders.
In
addition, the NASDAQ Marketplace Rules require us to establish an audit committee
comprised of at least three members, all of whom must be independent directors, each of
whom is financially literate and satisfies the respective independence
requirements of the Securities and Exchange Commission and NASDAQ and at least one of whom
has accounting or related financial management expertise at senior levels within a
company.
Our
audit committee consists of four members, Martin Bandel, Dov Kleiman, Eliane Markowitz and
Ron Sandak, all of whom satisfy the respective independence requirements of
the Securities and Exchange Commission and NASDAQ and are financially literate. Our board
of directors has determined that each of Martin Bandel, Dov Kleiman and Ron Sandak
qualifies as an audit committee financial expert, as defined by rules of the Securities
and Exchange Commission. We believe that the composition and function of the audit
committee comply with the requirements of Israeli law, the Securities and Exchange
Commission and NASDAQ Marketplace Rules.
7
PROPOSAL II
APPROVAL OF EXECUTION
OF EXEMPTION AND INDEMNIFICATION LETTERS FOR TWO NEW
DIRECTORS
Under
the Israeli Companies Law, an undertaking in advance to exempt or indemnify an office
holder must be approved by our Audit Committee and Board of Directors and, if the office
holder is a director, also by the shareholders, in that order.
At
our 2001 Annual General Meeting, our shareholders approved a form of letter of
indemnification for liabilities or expenses incurred by our officers and directors as a
result of their acts in such capacities, subject to Israeli law, in an aggregate amount
not to exceed $3.5 million, and a form of letter of exemption with respect to a breach of
the officers or directors duty of care towards us. We have provided letters of
exemption and indemnification to each of our current directors and officers other than our
two recent director appointees, Messrs. Ron Sandak and Itzchak Zilberberg. Accordingly,
our Audit Committee and Board of Directors have approved, subject to shareholder approval,
our execution and issuance of exemption and indemnification letters to each of the
foregoing directors in the same forms provided to our other current directors and
officers.
Under
the Israeli Companies Law, a company may not exempt in advance a director from his or her
liability to the company for a breach of his or her duty of care with respect to a
distribution. In addition, a company may not exempt or indemnify an officer or director
for any of the following: (i) a breach by the officer or director of his or her duty of
loyalty, however it may indemnify an officer or director if he or she acted in good faith
and had reasonable grounds to assume that the act would not prejudice the company; (ii) a
breach by the officer or director of his or her duty of care if such breach was committed
intentionally or recklessly, unless the breach was committed only negligently; (iii) any
act or omission committed with intent to derive an unlawful personal gain; and (iv) any
fine or forfeiture imposed on the officer or director.
It
is therefore proposed that at the Meeting the following resolution be adopted:
RESOLVED,
that STARLIMS Technologies Ltd. be, and hereby, is authorized to execute and issue
exemption and indemnification letters to Messrs. Ron Sandak and Itzchak Zilberberg in the
same forms provided to its other current directors and officers.
The
affirmative vote of the holders of a majority of the ordinary shares represented at the
Meeting, in person or by proxy, entitled to vote and voting on the matter, is required to
approve the foregoing resolution.
The
Board of Directors recommends a vote FOR the foregoing resolution.
PROPOSAL III
RATIFICATION AND
APPROVAL OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTANTS
Our
Board of Directors first appointed Brightman Almagor Zohar & Co., registered public
accountants, a member firm of Deloitte Touche Tohmatsu, as our independent public
accountants in 1993 and has reappointed the firm as our independent public accountants
since such time.
At
the Meeting, shareholders will be asked to ratify and approve the re-appointment of
Brightman Almagor Zohar & Co. as our independent registered public accountants for the
fiscal year ending 2009, pursuant to the recommendation of our Audit Committee and Board
of Directors.
In
accordance with applicable law and our Articles of Association, and pursuant to the
recommendation of our Audit Committee, our Board of Directors pre-approved the
remuneration of Brightman Almagor Zohar & Co. according to the volume and nature of
their services. With respect to fiscal year 2008, the fees billed by Brightman Almagor
Zohar & Co. were approximately $111,000 for audit services and approximately $33,000
for tax-related services.
It
is therefore proposed that at the Meeting the following resolution be adopted:
RESOLVED,
that the appointment of Brightman Almagor Zohar & Co., registered public accountants,
a member firm of Deloitte Touche Tohmatsu, as the independent registered public accounting
firm of STARLIMS Technologies Ltd. to conduct the annual audit of its financial statements
for the year ending December 31, 2009, be and hereby is ratified and approved.
8
The
affirmative vote of the holders of a majority of the ordinary shares represented at the
Meeting, in person or by proxy, entitled to vote and voting on the matter, is required to
approve the foregoing resolution.
The
Board of Directors recommends a vote FOR the foregoing resolution.
REVIEW
AND DISCUSSION OF DIRECTORS REPORT, AUDITORS REPORT, AND CONSOLIDATED
FINANCIAL STATEMENTS
At
the Meeting, our directors annual report to shareholders, auditors report and
the audited consolidated financial statements for the year ended December 31, 2008 will be
presented. We will hold a discussion with respect to the financial statements at the
Meeting. This Item will not involve a vote of the shareholders.
The
directors report, auditors report and consolidated financial statements for
the year ended December 31, 2008, together with our annual report on Form 20-F for the
year ended December 31, 2008 (filed with the Securities and Exchange Commission on March
25, 2009), are available on our website at
www.starlims.com
or through the EDGAR
website of the Securities and Exchange Commission at
www.sec.gov
. Shareholders may
receive a hard copy of the annual report on Form 20-F containing the consolidated
financial statements free of charge upon request. None of the directors report,
auditors report, consolidated financial statements, the Form 20-F or the contents of
our website form part of the proxy solicitation material.
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By Order of the Board of Directors,
Eric Fenster
Corporate Secretary
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Dated: May 21, 2009
9
ITEM 2
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STARLIMS TECHNOLOGIES LTD ANNUAL MEETING TO BE HELD
ON 06/25/09
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FOR HOLDERS AS OF 05/21/09
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YOU MAY ENTER YOUR
VOTING INSTRUCTIONS AT 1-800-454-8683, OR WWW.PROXYVOTE.COM UP UNTIL 11:59 PM
EASTERN TIME THE DAY BEFORE THE CUT-OFF OR MEETING DATE.
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DIRECTORS
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PROPOSAL(S)
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DIRECTORS
RECOMMEND
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1A
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- REELECTION OF ITSCHAK FRIEDMAN, FOR TERM EXPIRING
-->>>
AT 2010 ANNUAL GENERAL MEETING OF SHAREHOLDERS.
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FOR
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--->>>
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1B
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- REELECTION OF DINU TOIBA, FOR TERM EXPIRING ------->>>
AT
2010 ANNUAL GENERAL MEETING OF SHAREHOLDERS.
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FOR
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--->>>
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1C
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- REELECTION OF CHAIM FRIEDMAN, FOR TERM EXPIRING ----->>>
AT
2010 ANNUAL GENERAL MEETING OF SHAREHOLDERS.
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FOR
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--->>>
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1D
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- REELECTION OF EYAL GUTERMAN, FOR TERM EXPIRING ---->>>
AT
2010 ANNUAL GENERAL MEETING OF SHAREHOLDERS.
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FOR
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--->>>
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1E
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- REELECTION OF MARTIN BANDEL, FOR TERM EXPIRING ----->>>
AT
2010 ANNUAL GENERAL MEETING OF SHAREHOLDERS.
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FOR
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--->>>
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1F
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- REELECTION OF RON SANDAK, FOR TERM EXPIRING ----->>>
AT
2010 ANNUAL GENERAL MEETING OF SHAREHOLDERS.
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FOR
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--->>>
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1G
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- REELECTION OF ITZCHAK ZILBERBERG, FOR TERM
EXPIRING ----->>>
AT 2010 ANNUAL GENERAL MEETING OF SHAREHOLDERS.
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FOR
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--->>>
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2
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- APPROVAL OF THE EXECUTION AND ISSUANCE OF
EXEMPTION ------>>>
AND INDEMNIFICATION LETTERS TO MESSRS. RON SANDAK AND
ITZCHAK ZILBERBERG, DIRECTORS, IN THE SAME FORMS PROVIDED TO OUR OTHER
CURRENT DIRECTORS AND OFFICERS.
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FOR
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--->>>
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3
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-RATIFICATION AND APPROVAL OF THE REAPPOINTMENT ------->>>
OF
BRIGHTMAN ALMAGOR ZOHAR & CO., REGISTERED PUBLIC
ACCOUNTANTS, A MEMBER FIRM OF DELOITTE TOUCHE TOHMATSU, AS THE COMPANYS
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER
31, 2009.
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FOR
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--->>>
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*NOTE* THE 2008 ANNUAL REPORT IS AVAILABLE ON THE
COMPANYS WEBSITE (WWW.STARLIMS.COM).
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VIF01H
←
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON 06/25/09 FOR
STARLIMS TECHNOLOGIES LTD
THE FOLLOWING MATERIAL IS AVAILABLE AT WWW.PROXYVOTE.COM
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DIRECTORS
(MARK X FOR ONLY ONE BOX)
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x
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THIS SPACE INTENTIONALLY LEFT BLANK
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x
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PLEASE INDICATE YOUR VOTING
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x
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INSTRUCTIONS FOR EACH PROPOSAL
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USE NUMBER ONLY
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FOR
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AGAINST
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ABSTAIN
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PLEASE INDICATE YOUR
PROPOSAL SELECTION BY
FIRMLY PLACING AN X IN THE APPROPRIATE
NUMBERED BOX WITH BLUE OR BLACK INK
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x
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1A
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x
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x
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x
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1B
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x
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x
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x
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SEE VOTING INSTRUCTION NO
3
ON REVERSE
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1C
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x
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x
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x
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A/C:
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FOR
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AGAINST
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ABSTAIN
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M8484K109
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1D
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x
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x
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x
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1E
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x
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x
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x
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1F
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x
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x
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x
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PLACE X HERE IF YOU PLAN TO ATTEND
AND VOTE YOUR SHARES AT THE MEETING
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x
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FOR
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AGAINST
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ABSTAIN
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1G
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x
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x
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x
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2
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x
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x
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x
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DO
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NOT
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USE
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FOR
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AGAINST
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ABSTAIN
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3
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x
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x
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x
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DO
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NOT
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USE
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DO
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NOT
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USE
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FOR
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AGAINST
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ABSTAIN
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DO
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NOT
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USE
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DO
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NOT
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USE
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DO
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NOT
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USE
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←
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FOLD AND
DETACH HERE
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/
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/
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SIGNATURE(S)
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DATE
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Proxy Services
P.O. Box 9138
Farmingdale NY 11735-9585
WRONG WAY
P.O. Box 9138
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Fold and Detach Here
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Please
ensure you fold then detach and retain this portion of the Voting Instruction
Form
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Fold and Detach Here
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VOTING
INSTRUCTIONS
TO OUR CLIENTS:
WE HAVE
BEEN REQUESTED TO FORWARD TO YOU THE ENCLOSED PROXY MATERIAL RELATIVE TO
SECURITIES HELD BY US IN YOUR ACCOUNT BUT NOT REGISTERED IN YOUR NAME. ONLY WE AS
THE HOLDER OF RECORD CAN VOTE SUCH SECURITIES. WE SHALL BE PLEASED TO VOTE YOUR
SECURITIES IN ACCORDANCE WITH YOUR WISHES, IF YOU WILL EXECUTE THE FORM AND RETURN IT TO US
PROMPTLY IN THE ENCLOSED BUSINESS REPLY ENVELOPE. IT IS UNDERSTOOD THAT IF YOU SIGN WITHOUT
OTHERWISE MARKING THE FORM YOUR SECURITIES WILL BE VOTED AS RECOMMENDED BY THE
BOARD OF DIRECTORS ON ALL MATTERS TO BE CONSIDERED AT THE MEETING.
FOR THIS
MEETING, THE EXTENT OF OUR AUTHORITY TO VOTE YOUR SECURITIES IN THE ABSENCE OF YOUR INSTRUCTIONS CAN BE
DETERMINED BY REFERRING TO THE APPLICABLE VOTING INSTRUCTION NUMBER INDICATED
ON THE FACE OF YOUR FORM.
FOR
MARGIN ACCOUNTS, IN THE EVENT YOUR SECURITIES HAVE BEEN LOANED OVER RECORD DATE, THE NUMBER OF SHARES WE
VOTE ON YOUR BEHALF HAS BEEN OR CAN BE ADJUSTED DOWNWARD.
INSTRUCTION 1
IF YOUR
SECURITIES ARE HELD BY A BROKER WHO IS A MEMBER OF THE NEW YORK STOCK EXCHANGE
(NYSE), THE RULES OF THE NYSE WILL GUIDE THE VOTING PROCEDURES. THESE RULES
PROVIDE THAT IF INSTRUCTIONS ARE NOT RECEIVED FROM YOU PRIOR TO THE ISSUANCE OF THE FIRST
VOTE, THE PROXY MAY BE GIVEN AT DISCRETION OF YOUR BROKER (ON THE TENTH DAY, IF THE MATERIAL
WAS MAILED AT LEAST 15 DAYS PRIOR TO THE MEETING DATE; ON THE FIFTEENTH DAY IF THE PROXY MATERIAL
WAS MAILED 25 DAYS OR MORE PRIOR TO THE MEETING DATE). IN ORDER FOR YOUR BROKER TO EXERCISE THIS
DISCRETIONARY AUTHORITY, PROXY MATERIAL WOULD NEED TO HAVE BEEN MAILED AT LEAST
15 DAYS PRIOR TO THE MEETING DATE, AND THE MATTER(S) BEFORE THE MEETING MUST BE DEEMED ROUTINE IN
NATURE ACCORDING TO NYSE GUIDELINES. IF THESE TWO REQUIREMENTS ARE MET, AND YOU HAVE NOT
COMMUNICATED TO US PRIOR TO THE FIRST VOTE BEING ISSUED, WE MAY VOTE YOUR SECURITIES AT OUR
DISCRETION ON THESE MATTER(S). WE WILL NEVERTHELESS FOLLOW YOUR INSTRUCTIONS,
EVEN IF OUR DISCRETIONARY VOTE HAS ALREADY BEEN GIVEN, PROVIDED YOUR INSTRUCTIONS ARE RECEIVED PRIOR TO THE MEETING DATE.
IF YOUR
SECURITIES ARE HELD BY A BANK, YOUR SHARES CANNOT BE VOTED WITHOUT YOUR SPECIFIC INSTRUCTIONS.
INSTRUCTION 2
IF YOUR
SECURITIES ARE HELD BY A BROKER WHO IS A MEMBER OF THE NEW YORK STOCK EXCHANGE (NYSE), THE RULES OF THE NYSE
WILL GUIDE THE VOTING PROCEDURES. WE WISH TO CALL YOUR ATTENTION TO THE FACT THAT FOR THIS
MEETING UNDER THE RULES OF THE NYSE, WE CANNOT VOTE YOUR SECURITIES ON ONE OR MORE OF THE
MATTERS TO BE ACTED UPON AT THE MEETING WITHOUT YOUR SPECIFIC INSTRUCTIONS. THESE RULES PROVIDE THAT IF
INSTRUCTIONS ARE NOT RECEIVED FROM YOU PRIOR TO THE ISSUANCE OF THE FIRST VOTE,
THE PROXY FOR ONE OR MORE OF THE MATTERS MAY BE GIVEN AT THE DISCRETION OF YOUR BROKER (ON THE TENTH
DAY, IF THE MATERIAL WAS MAILED AT LEAST 15 DAYS PRIOR TO THE MEETING. ON THE FIFTEENTH DAY IF THE PROXY MATERIAL WAS MAILED 25 DAYS OR MORE
PRIOR TO THE MEETING DATE). IN ORDER FOR YOUR BROKER TO EXERCISE THIS DISCRETIONARY
AUTHORITY FOR ONE OR MORE OF THE MATTERS, PROXY MATERIAL WOULD NEED TO HAVE BEEN MAILED
AT LEAST 15 DAYS PRIOR TO THE MEETING DATE, AND THE MATTER(S) BEFORE THE MEETING MUST BE DEEMED ROUTINE IN
NATURE ACCORDING TO NYSE GUIDELINES. IF THESE TWO REQUIREMENTS ARE MET, AND YOU HAVE NOT
COMMUNICATED TO US PRIOR TO THE FIRST VOTE BEING ISSUED, WE MAY VOTE YOUR SECURITIES
AT OUR DISCRETION ON ONE OR MORE OF THE MATTERS TO BE ACTED UPON AT THE
MEETING. WE WILL NEVERTHELESS FOLLOW YOUR INSTRUCTIONS, EVEN IF OUR DISCRETIONARY
VOTE HAS ALREADY BEEN GIVEN ON THOSE MATTERS, PROVIDED YOUR INSTRUCTIONS ARE
RECEIVED PRIOR TO THE MEETING DATE.
IF YOUR
SECURITIES ARE HELD IN THE NAME OF A BANK, WE REQUIRE YOUR INSTRUCTIONS ON ALL
MATTERS TO BE VOTED ON AT
THE MEETING.
INSTRUCTION 3
IN ORDER
FOR YOUR SECURITIES TO BE REPRESENTED AT THE MEETING, IT WILL BE NECESSARY FOR US TO HAVE YOUR SPECIFIC VOTING
INSTRUCTIONS. PLEASE DATE, SIGN AND RETURN YOUR VOTING INSTRUCTIONS TO US
PROMPTLY IN THE RETURN ENVELOPE PROVIDED.
INSTRUCTION 4
WE HAVE PREVIOUSLY SENT YOU PROXY SOLICITING MATERIAL PERTAINING TO THE
MEETING OF SHAREHOLDERS OF THE COMPANY
INDICATED. ACCORDING TO OUR LATEST
RECORDS, WE HAVE NOT AS OF YET RECEIVED YOUR VOTING INSTRUCTION ON THE MATTER(S) TO BE CONSIDERED AT THIS MEETING AND
THE COMPANY HAS REQUESTED US TO COMMUNICATE
WITH YOU IN AN ENDEAVOR TO HAVE YOUR SECURITIES VOTED.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
|
STARLIMS Technologies Ltd.
(Registrant)
By: /s/ Chaim Friedman
Chaim Friedman
Chief Financial Officer
|
Date: May 28, 2009
Starlims Technologies Ltd. (MM) (NASDAQ:LIMS)
과거 데이터 주식 차트
부터 5월(5) 2024 으로 6월(6) 2024
Starlims Technologies Ltd. (MM) (NASDAQ:LIMS)
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