RADCOM Calls Annual General Meeting of Shareholders

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Aug 25, 2014, 08:56 ET

TEL AVIV, Israel, August 25, 2014 /PRNewswire/ --

RADCOM Ltd. (NASDAQ: RDCM) (the "Company"), a leading network service assurance provider, announced today that it has scheduled an annual general meeting of shareholders ("Meeting"), to take place on Tuesday, September 30, 2014, at 3:00 p.m. (Israel time), at the offices of the Company, which are located at 24 Raoul Wallenberg Street, Tel Aviv, Israel. The record date for the meeting is on September 2, 2014.

Proxy statements describing the proposals on the agenda and proxy cards for use by shareholders that cannot attend the Meeting in person will be sent by mail, on or about September 5, 2014, to the Company's shareholders of record and to shareholders that hold shares registered with the American Stock Transfer & Trust Company.

Proxy cards for use by shareholders that cannot attend the Meeting in person must be properly executed and received by the Company not less than 48 hours prior to the time fixed for the Meeting.

The Company will also furnish the proxy statement to the Securities and Exchange Commission on Form 6-K.

The agenda of the Meeting is as follows:

To re-elect the following members of the Board of Directors: Zohar Zisapel, Matty Karp and Ms. Heli Bennun;
To approve a grant of options to Mr. David Ripstein, Company's President and Chief Executive Officer;
To re-appoint Kost Forer Gabbay & Kasierer, a member of Ernst and Young Global as the Company's independent auditors until the next annual general meeting of shareholders, and to authorize the Audit Committee of the Board of Directors to fix their remuneration;
To discuss the auditors' report and the Company's consolidated financial statements for the year ended December 31, 2013;
To transact such other business as may properly come before the Meeting or any adjournment.

Shareholders may present proposals for consideration at the Meeting by submitting their proposals to the Company no later than September 2, 2014. If the Company will determine that a shareholder proposal has been duly and timely received and is appropriate, it will publish a revised agenda in the manner set forth in the proxy statement.

Quorum

Two or more shareholders of the Company holding shares conferring in the aggregate at least one-third (1/3) of the voting power of the Company, present in person or by proxy and entitled to vote, will constitute a quorum at the meeting.

In the event the above quorum will not be present in person or by proxy, the Meerting will be postponed to October 9, 2014.

Voting Requirements

Items 1 and 3 require the affirmative vote of a majority of the ordinary shares present, in person or by proxy, and voting on the matter.

Item 2 requires the affirmative vote of a majority of the ordinary shares present, in person or by proxy, and voting on the matter, provided that either (i) at least a majority of the ordinary shares voted on the matter by shareholders who are not controlling shareholders or who do not have a personal interest in the matter are voted in favor or (ii) the total number of ordinary shares voted against such matter by shareholders who do not have a personal interest in the matter or who are not controlling shareholders, does not exceed two percent of our outstanding ordinary shares.

Position Statements

Any shareholder of the Company may submit to the Company a position statement on its behalf, expressing its position on an agenda item for the Meeting, to our General Counsel at the following address: Radcom Ltd., 22 Raoul Wallenberg Street, Tel Aviv 69710, Israel, Attention: General Counsel, or by facsimile to +9723-6474681, no later than September 12^th, 2014.

About RADCOM

RADCOM provides innovative service assurance and customer experience management solutions for leading telecom operators and communications service providers. RADCOM specializes in solutions for next-generation mobile and fixed networks, including LTE, VoLTE, IMS, VoIP, UMTS/GSM and mobile broadband. RADCOM's comprehensive, carrier-grade solutions are designed for big data analytics on terabit networks, and are used to prevent service provider revenue leakage and to enhance customer care management. RADCOM's products interact with policy management to provide self-optimizing network solutions. RADCOM's shares are listed on the NASDAQ Capital Market under the symbol RDCM. . For more information, please visit http://www.RADCOM.com.

Contact:
Uri Birenberg
Chief Financial Officer
+972-77-774-5060
[email protected]

SOURCE RADCOM Ltd