RADCOM LTD
For the period ended Apr 15, 2026. Filed Apr 15, 2026.
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Apr 15, 2026 · Filed Apr 15, 2026
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Board Statement
The Board wishes to be clear that the Proposing Shareholders are solely responsible for the content of their proposals.
The Board approached the Proposing Shareholders’ proposals in the same manner it approaches all matters — with the best interests of RADCOM and all of its shareholders as its primary consideration. The Board engaged in direct dialogue with Value Base Ltd. and the Zisapel family and consulted with the Company’s largest institutional shareholder and other key stakeholders. Those discussions, while substantive, did not result in a mutually agreeable resolution regarding Board composition. Having exhausted good-faith efforts toward a negotiated outcome, the Board determined that convening the Extraordinary Meeting in accordance with applicable law and the Proposing Shareholders’ demand is the appropriate course of action for all shareholders. The Board remains committed to conducting the Extraordinary Meeting in an efficient, orderly, and cost-effective manner.
The Board believes that it currently has the right composition to continue to lead the Company to success, and further that accepting the Proposing Shareholders’ demands is unlikely to result in a better Board composition. In addition, the Board cannot, and is in no position to endorse the director candidates proposed by the Proposing Shareholders and due to these reasons the Board recommends to the Company’s shareholders to vote AGAINST the proposals included in the attached proxy statement.
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