CKSW (MM)

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.

Date: May 7, 2014

ClickSoftware Announces 2014 Annual General Meeting of Shareholders to be held on June 19, 2014

BURLINGTON, Mass., May 7, 2014 - ClickSoftware Technologies Ltd. (NasdaqGS: CKSW) (the "Company”) the leading provider of automated mobile workforce management and optimization solutions for the service industry, announced that its 2014 Annual General Meeting of shareholders (the "AGM") will be held on June 19, 2014, at 4:00 p.m. Israel time, at the offices of the Company at Azorim Park, Oren Building, 94 Em-Hamoshavot Road, Petach Tikva, Israel.

Shareholders of record at the close of business on May 12, 2014 are entitled to attend the AGM and vote their shares.

A Proxy Statement describing the various matters to be voted upon at the AGM, along with a Proxy Card enabling shareholders to indicate their vote on each matter, will be mailed on or about May 15, 2014 to all shareholders entitled to vote at the AGM. On May 7, 2014, such Proxy Statement and Proxy Card were furnished to the U.S. Securities and Exchange Commission under cover of a Form 6-K and are available on the Company’s website at http://ir.clicksoftware.com (the content of which is not part of this press release).

In addition, the Company's Annual Report for the year ended December 31, 2013, including a letter to the shareholders from Dr. Moshe BenBassat, the Company’s Founder and CEO, is available for download on the Company’s website at http://ir.clicksoftware.com.

In his letter to the shareholders, Dr. BenBassat describes 2013 as a transformative year for ClickSoftware, commenting that, “Macro market trends within the software industry drove a growing interest for cloud-based solutions, including from large enterprises. Our ability to offer a best of breed solution both on premise and in the cloud is a key competitive advantage for ClickSoftware.”  Dr. BenBassat goes on to discuss ClickSoftware’s acquisition of Xora in early 2014 that will “ extend ClickSoftware's market reach into the SMB (Small and Medium Businesses) market, and opens up distribution channels through leading wireless carriers .” He continues: “So the story of ClickSoftware is much bigger than it was. Today ClickSoftware has the largest and richest variety of products and apps to cover the end-to-end needs of service providers of all sizes - from 5 employees to 50,000 . Apps can be purchased alone as point solutions for well-focused business needs, or in bundles for bigger needs or larger overall transformation projects. This gives us more flexibility in penetrating new customers.”

“ClickSoftware was and is today the premium choice for companies looking to delight their customers and achieve operational excellence. The velocity with which we are winning cloud customers clearly proves that ClickSoftware is executing very well the transition of large companies to cloud-based solutions,” Dr. BenBassat summarizes.

About ClickSoftware

ClickSoftware (NasdaqGS: CKSW) is the leading provider of automated mobile workforce management and service optimization solutions for the enterprise, both for mobile and in-house resources. As pioneers of the "Service chain optimization" and "The real-time service enterprise" concepts, our solutions provide organizations with end-to-end visibility and control of the entire service management chain by optimizing forecasting, planning, shift and task scheduling, mobility and real-time management of resource and customer communication.

Available via the cloud or on-premise, our products incorporate best business practices and advanced decision-making algorithms to manage service operations more efficiently, in a scalable, integrated manner. Our solutions have become the backbone for many leading organizations worldwide by addressing the fundamental question of job fulfillment: Who does What, for Whom, With what, Where and When.

ClickSoftware is the premier choice for delivering superb business performance to service sector organizations of all sizes. The Company is headquartered in the United States and Israel, with offices across Europe, and Asia Pacific. For more information, please visit http://www.clicksoftware.com , and follow us on Twitter, the content of which is not incorporated herein by reference.

To download ClickSoftware’s investor relations app, which offers access to SEC documents, press releases, videos, audiocasts and more, the content of which is not incorporated herein by reference, please visit Apple’s App Store to download on your iPhone and iPad, or Google Play for your Android mobile device.

Safe Harbor for Forward Looking Statements

This press release contains express or implied forward-looking statements within the Private Securities Litigation Reform Act of 1995 and other U.S Federal securities laws. These forward-looking statements include, but are not limited to, those statements regarding ClickSoftware’s growth, leadership position in our market for cloud solutions, market reach in the small and medium business market, expansion of distribution channels and the transition of large companies to cloud-based solutions. For example, when ClickSoftware discusses anticipated benefits from products it introduced or its future expansion into new markets, ClickSoftware is using forward-looking statements. Such “forward-looking statements” involve known and unknown risks, uncertainties and other factors that may cause actual results or performance to differ materially from those projected. Achievement of these results by ClickSoftware may be affected by many factors, including, but not limited to, risks and uncertainties regarding the length of or changes in ClickSoftware’s sales cycle, ClickSoftware’s ability to close sales to potential customers in a timely manner and maintain or strengthen relationships with strategic partners, market acceptance of ClickSoftware’s products, economic conditions that may affect information technology spending and otherwise affect demand for ClickSoftware’s products, the impact of competitive pricing and competitive products, risks relating to product development, the timing of revenue recognition, foreign currency exchange rate fluctuations, and ClickSoftware’s ability to maintain or increase its sales pipeline. The forward-looking statements contained in the enclosed letter are subject to other risks and uncertainties, including those discussed in the "Risk Factors" section and elsewhere in ClickSoftware's annual report on Form 20-F for the year ended December 31, 2013 and in subsequent filings with the Securities and Exchange Commission. Except as otherwise required by law, ClickSoftware is under no obligation to (and expressly disclaims any such obligation to) update or alter its forward-looking statements whether as a result of new information, future events or otherwise.

CLICKSOFTWARE TECHNOLOGIES LTD.

94 Em-Hamoshavot Road,

Petach Tikva 49527 Israel

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

To Be Held on June 19, 2014

Notice is hereby given that the Annual General Meeting of Shareholders of ClickSoftware Technologies Ltd. (the " Company ") will be held at the offices of the Company, at Azorim Park, Oren Building, 94 Em-Hamoshavot Road, Petach Tikva 49527 Israel, on June 19, 2014 at 4:00 p.m. local time (the " Meeting "), or at any adjournment thereof. The agenda for the Meeting is as follows:

Shareholders of record at the close of business on May 12, 2014 will be entitled to notice of and to vote at the Meeting. Shareholders who do not expect to attend the Meeting in person are requested to mark, date, sign and mail to the Company the enclosed proxy as promptly as possible in the enclosed pre-addressed envelope.

IMPORTANT: YOUR VOTE IS IMPORTANT. IN ORDER TO ENSURE YOUR REPRESENTATION AT THE MEETING, YOU ARE REQUESTED TO COMPLETE, SIGN AND DATE THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE AND RETURN IT IN THE ENVELOPE PROVIDED.

CLICKSOFTWARE TECHNOLOGIES LTD.

(the " Company ")

94 Em-Hamoshavot Road,

Petach Tikva 49527 Israel

PROXY STATEMENT

ANNUAL GENERAL MEETING OF SHAREHOLDERS

To be held on June 19, 2014

This Proxy Statement is furnished to the holders of Ordinary Shares, par value NIS 0.02 per share (the " Ordinary Shares "), of the Company, in connection with the solicitation by the Board of Directors of proxies for use at the Company's Annual General Meeting of Shareholders (the " Meeting ") to be held on June 19, 2014 at 4:00 p.m. local time at the offices of the Company, 94 Em-Hamoshavot Road, Petach Tikva 49527 Israel, or at any adjournment thereof. This Proxy Statement and the proxies solicited hereby are first being sent or delivered to the shareholders on or about May 15, 2014.

Proxies; Counting of Votes

A form of proxy for use at the Meeting is attached. The completed proxy should be mailed in the pre-addressed envelope provided and received by the Company or its transfer agent, American Stock Transfer & Trust Company, LLC, 6201 15th Avenue, Brooklyn, NY 11219 USA, Tel. 718-921-8275 (attention: Christine Pino), at least forty eight (48) hours before the Meeting. Upon the receipt of a properly executed proxy in the form enclosed herewith, the persons named as proxies therein will vote the Ordinary Shares, covered thereby in accordance with the directions of the shareholder executing such proxy.

Shareholders may revoke the authority granted by their execution of proxies at any time before the exercise thereof by filing with the Company a written notice of revocation or duly executed proxy bearing a later date, or by voting in person at the Meeting. Shareholders may vote shares directly held in their name in person at the Meeting. If a shareholder holds the shares in street name, such shareholder must request a legal proxy from the broker, bank or other nominee that holds the shares, and must present such legal proxy at the Meeting, in order to vote in person at the Meeting. Attendance at the Meeting will not, by itself, revoke a proxy. A shareholder who holds the Company’s shares under his, her or its name, and who attends the Meeting in person, shall be identified by a copy of an identity card, passport or a certificate of incorporation.

Record Date; Solicitation of Proxies

Only shareholders of record at the close of business on May 12, 2014 will be entitled to receive notice of, and to vote at, the Meeting and any adjournment thereof. Proxies will be solicited chiefly by mail; however, certain officers, directors, employees and agents of the Company, none of whom will receive additional compensation therefore, may solicit proxies by telephone, fax or other personal contact. Copies of solicitation materials will be furnished to banks, brokerage firms, nominees, fiduciaries and other custodians holding Ordinary Shares in their names for others to send proxy materials to and obtain proxies from the beneficial owners of such Ordinary Shares. The Company will bear the cost of soliciting proxies, including postage, printing and handling, and will reimburse the reasonable expenses of brokerage firms and others for forwarding material to beneficial owners of Ordinary Shares. Copies of solicitation materials and the proposed forms of the resolutions to be adopted at the Meeting will be available for shareholders viewing at the Company’s offices during business hours.

To the extent you would like to state your position with respect to any of proposals described in this proxy statement, in addition to any right you may have under applicable law, pursuant to regulations under the Israeli Companies Law 5759 – 1999 (the “ Companies Law ”), you may do so by delivery of a notice to the Company’s offices located at 94 Em-Hamoshavot Road, Petach Tikva 49527 Israel, not later than May 19, 2014. Our Board of Directors may respond to your notice.

Following the Meeting, one or more shareholders holding, at the Record Date, at least five percent (5%) of the total voting rights of the Company, which are not held by Controlling Shareholders (as defined hereunder) of the Company, may review the Proxy Cards submitted to the Company at the Company’s offices during business hours.

Quorum and Voting Requirements

Two or more shareholders, present in person or by proxy and holding or representing shares conferring in the aggregate at least 33% of the voting power of the Company, will constitute a quorum at the Meeting. Shares that are voted in person or by proxy “FOR” or “AGAINST” are treated as being present at the Meeting for purposes of establishing a quorum and are also treated as voting at the Meeting with respect to such matters.

Abstentions will be counted for purposes of determining the presence or absence of a quorum for the transaction of business, but such abstentions will not be counted for purposes of determining the number of votes cast with respect to the particular proposal.

If a quorum is not present within thirty minutes from the time appointed for the Meeting, the Meeting will be adjourned to the same day on the following week, at the same time and place, or to such day and at such time and place as the Chairman of the Meeting may determine. At such adjourned Meeting, any two shareholders, present in person or by proxy, will constitute a quorum.

Pursuant to the Israeli Companies Law, a “ Controlling Shareholder ” is defined as any shareholder that has the ability to direct the Company’s actions, other than such ability resulting only from serving as a director or other office holder of the Company. Any shareholder holding 25% or more of either the voting rights in the Company or the right to appoint directors or the Company's general manager is deemed to be a Controlling Shareholder.

A “ personal interest ” for this purpose is defined as: (1) a shareholder’s personal interest in the approval of an act or a transaction of the Company, including (i) the personal interest of his or her relative (which includes for these purposes any members of his/her (or his/her spouse's) immediate family or the spouses of any such members of his or her (or his/her spouse's) immediate family); and (ii) a personal interest of a body corporate in which a shareholder or any of his/her aforementioned relatives serves as a director or the chief executive officer, owns at least five percent (5%) of its issued share capital or its voting rights or has the right to appoint a director or chief executive officer, but excluding: (a) a personal interest arising solely from the fact of holding shares in the Company or in a body corporate; and (b) a personal interest that is not a result of connections with a Controlling Shareholder.  “ Controlling ” for the purpose of the preceding paragraph means the ability to direct the acts of the Company.  Any person holding twenty five percent (25%) or more of the voting power of the Company or the right to appoint directors or the Chief Executive Officer is presumed to have control of the Company.

Since it is highly unlikely that any of our public shareholders has a personal interest on these matters and to avoid confusion in the voting and tabulation processes, the enclosed form of proxy includes a certification that you do not have a personal interest in any proposal. If you have a personal interest, please contact our General Counsel at +972-3-765-9439 or david.goldstein@clicksoftware.com   for instructions on how to vote your shares and indicate that you have a personal interest or, if you hold your shares in “street name,” you may contact the representative managing your account, who can then contact us on your behalf.

No vote is required for Proposal 1.

PROPOSAL 1 -

RECEIPT AND CONSIDERATION OF THE DIRECTOR’S REPORT AND THE CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY FOR THE YEAR ENDED DECEMBER 31, 2013

The Company's Annual Report for the year ended December 31, 2013 is available on its website at the address www.clicksoftware.com . The contents of the Company’s website are not part of this proxy statement. The Company's Consolidated Financial Statements for the year ended December 31, 2013 are included in such report. At the Meeting, the Company will review the audited financial statements for the year ended December 31, 2013, as presented in the Company's Annual Report for the year ended December 31, 2013 and will answer appropriate questions relating thereto.

No vote will be required regarding this item.

PROPOSAL 2 -

APPOINTMENT AND RENUMERATION OF THE COMPANY'S INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

The Audit Committee has recommended the appointment of Brightman Almagor Zohar & Co., a member of Deloitte Touche Tohmatsu (“ Brightman Almagor ”), as the Company’s independent registered public accounting firm for the year ending December 31, 2014. Brightman Almagor has been the Company’s independent registered public accounting firm since December 31, 2002 and audited the Company's books and accounts for the year ended December 31, 2013.

The following table provides information regarding fees paid by us to Brightman Almagor and/or other member firms of Deloitte Touche Tohmatsu for all services, including audit services, for the years ended December 31, 2013 and 2012:

It is proposed that the following resolution be adopted at the Meeting:

“ RESOLVED, that the appointment of Brightman Almagor as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2014 and for such additional period until the next Annual General Meeting of Shareholders, and that the Board of Directors be, and it hereby is, authorized, upon recommendation of the Audit Committee, to fix the remuneration of such independent registered public accounting firm.”

The affirmative vote of at least a majority of the votes of shareholders present and voting at the Meeting in person or by proxy is required for the approval of the resolution to appoint the Company's independent auditors.

PROPOSAL 3 -

APPROVAL OF AMENDMENT TO COMPENSATION POLICY

On July 8, 2013, the Company’s shareholders approved the compensation policy for the Company's directors and officers , in accordance with the requirements of the Israeli Companies Law (the “ Compensation Policy ”). The Board of Directors and the Compensation Committee approved, subject to shareholder approval, amendments to the Compensation Policy. The primary change provides that the chairperson shall be entitled to receive up to 120% of the annual cash and equity-related compensation provided to the other directors (who are non-executive directors, i.e., directors who are not engaged as an employee or consultant of the Company or a subsidiary).

It is proposed that the following resolution be adopted at the Meeting:

“ RESOLVED, that the amended and restated compensation policy for the Company's directors and officers, in the form attached hereto as Exhibit A is hereby approved.”

Under the Israeli Companies Law, the approval of this resolution requires the affirmative vote of a majority of ordinary shares present and voting at the Meeting, in person or by proxy, entitled to vote and voting on the matter, provided that either: (i)  at least a majority of the voted shares of shareholders who are not Controlling Shareholders and who do not have a personal interest in the resolution are voted in favor of the resolution (votes abstaining shall not be taken into account in counting the above-referenced shareholders' votes) ; or (ii) the total number of the shares of shareholders who are not Controlling Shareholders and who do not have a personal interest in the resolution voted against the resolution does not exceed two percent (2%) of the outstanding voting power in the Company.

PROPOSALS 4 AND 5 -

RE-ELECTION OF CLASS II DIRECTORS

The Company's Articles of Association provide that the number of Directors shall be not less than 2 and not more than 11. There are currently seven members on the Company’s Board. The Company’s Board of Directors is classified into classes of directors as follows:

The term of the Class II Directors will expire at the Meeting and successor Class II Directors shall be elected at the Meeting. In accordance with Israeli law and practice, our Board of Directors is authorized to recommend to our shareholders director nominees for election. Accordingly, our Board (with the recommendation of the Nominating Committee of the Board), has nominated such directors for re-election to our Board of Directors. We are unaware of any reason why any of the nominees, if re-elected, should be unable to serve as a director. All nominees listed below have advised the Board of Directors of the Company that they intend to serve as director if re-elected.

The Board of Directors recommends that at the Meeting, Dr. Israel Borovich and Mr. Gil Weiser be re-elected to serve as Class II Directors, for a term expiring at the annual meeting to be held in the third year following their re-election and until their successors have been duly elected and qualified.

The following information concerning the nominees is based on the records of the Company and information furnished to it by the nominees:

DR. ISRAEL BOROVICH rejoined the board of directors in 2011, having previously served as a director of the Company from 1997 (and as an External Director according to the Companies Law from 2001) until March 2009. In 2013, Dr. Borovich was appointed Chairman of our Board of Directors. Dr. Borovich serves as the Dean of the School of Business and Economics at the Academic College of Tel Aviv-Jaffa. From 2005 to 2011, Dr. Borovich served as a member of the Board of Directors of El Al Israel Airlines Ltd. and as its Chairman from 2005 until 2008. From 1993 until 2006, he served as President and Chief Executive Officer of Knafaim Holdings Ltd., from 2006 to 2010, he served as its Vice Chairman, and from 1994 until now, he serves as a director on its Board of Directors. From 1999 until 2006, Dr. Borovich served as Chairman of Granit Hacarmel Investments Ltd. From 2006 until 2010, Dr. Borovich served on the Board of Trustees of the Polytechnic Institute of New York University in New York. From 2006 to 2008, he served as Chairman of the Board of Governors of Afeka Tel Aviv Academic College of Engineering. From 2008 until 2011, he served as Chairman of Alut Society for Autistic Children. From 2008 until 2012, he served as Chairman of the Board of Trustees of Wingate Institute. From 2010 until 2012, he served as member on the advisory board of All Cargo Logistics Services, and from 2011 until 2012 as Chairman of the Board of Galil Cargo. Currently, Dr. Borovich serves as Chairman of the Board of Ayalon Highways Co. Ltd. (since 1998), director of the Interdisciplinary Center Herzliya (since 1994), and director of Kenes International (since 2010). Dr. Borovich has also served as the Dean of the School of Management & Economics at the Academic College of Tel Aviv-Yaffo since 2012. He previously served as a Professor on the Faculty of Management of Tel Aviv University where he is currently a Professor Emeritus. Dr. Borovich holds B.Sc. and M.Sc. degrees in Industrial Engineering and a Ph.D. degree in Operations Research from the Polytechnic Institute in New York City.

GIL WEISER has served as a director of the Company since 2003. Mr. Weiser has been active in the high tech industry for the past 30 years.  He is currently Chairman of the Board of BG Negev Technologies and a member of the board of Attunity Ltd. Mr. Weiser served as CEO of Orsus Solutions Ltd., Hewlett-Packard Israel, Fibronics Corporation and Digital Corporation Israel. He has also served as director of numerous companies including the Tel Aviv Stock Exchange. Mr. Weiser served as Chairman of the Executive Committee of Haifa University from 1994 to 2006. He holds a B.Sc. degree from the Technion Institute and an M.Sc. degree from the University of Minnesota in Minneapolis.

It is proposed that the following resolutions be adopted at the Meeting:

“RESOLVED, that Dr. Israel Borovich be re-elected to the Board of Directors and be classified as a Class II Director who shall serve until the Annual General Meeting of the Shareholders to be held in 2017 and until a respective successor is duly elected and qualified to serve.

RESOLVED, that Mr. Gil Weiser be re-elected to the Board of Directors and be classified as a Class II Director who shall serve until the Annual General Meeting of the Shareholders to be held in 2017 and until a respective successor is duly elected and qualified to serve.

FURTHER RESOLVED , to approve the compensation package for the above directors, as approved by the Compensation Committee and Board of Directors,   effective as of the date of the Meeting, equal to the compensation package for Directors approved at the 2010 Annual Meeting of the Shareholders which shall consist of: (i) an annual cash compensation of US $22,000, plus VAT, if applicable against a valid invoice, which shall be the full cash compensation due for all of his activities and tasks as a member of the Board of Directors and as member of committees thereof, to be paid in four quarterly equal installments payable in advance; (ii) reimbursement of expenses incurred by such director in connection with participation in meetings of the Board of Directors and committees thereof, subject to the limitations of Israeli law and in accordance with the Company’s expense reimbursement policy; and (iii) annual grants of 8,000 Restricted Stock Units (RSUs) which shall vest in twelve (12) equal monthly installments as of its date of grant, provided that the grantee continues to serve as a director on such date.

FURTHER RESOLVED , to approve that Dr. Israel Borovich receive 120% of the annual cash and equity-related compensation provided to the Outside Directors (the Company’s external directors and all other directors other than employees or consultants of the Company or any subsidiary) for as long as Dr. Israel Borovich serves as Chairperson.”

The affirmative vote of the holders of a majority of the voting power present and voting at the Meeting in person or by proxy is necessary for the approval of the resolution to elect each of the foregoing nominees as Director.

PROPOSAL 6 -

GRANT OF OPTIONS TO DR. MOSHE BENBASSAT

Subject to shareholder approval, the Board of Directors and the Compensation Committee approved the issuance of additional options to Dr. Moshe BenBassat, who serves as the Company’s Chief Executive Officer and a Director.

The Compensation Committee and the Board of Directors believe it to be in the best interests of the Company to grant to Dr. BenBassat options to purchase 90,000 ordinary shares of the Company.

Additional information about the Company’s stock option plans and grants and the shares and options owned currently owned by Dr. BenBassat is available in the Company’s Annual Report on Form 20-F for the year ended December 31, 2013 (however, it does not form part of this proxy statement).

The Compensation Committee and the Board of Directors believe the proposed grant of options to be fair and reasonable and in the best interests of the Company. The proposed compensation for Dr. BenBassat is in line with the Compensation Policy.

It is proposed that the following resolution be adopted at the Meeting:

“ RESOLVED , to approve the grant of options, according to the Company's 2003 Israeli Option Plan (the “ Plan ”), as approved by the Compensation Committee and Board of Directors,   to Dr. Moshe BenBassat or to an entity designated by him through which he provides services to the Company, to purchase 90,000 Ordinary Shares (the “ Options ”) at an exercise price equal to the closing sale price of the Company’s Ordinary Shares on the trading day immediately preceding the Meeting. The Options will vest as follows: 25% on the first anniversary date of the Meeting and 1/48 at the end of each month thereafter. The Options will expire seven years from the date of grant, subject to earlier termination of the Options in accordance with the Plan. The shareholders confirm that this resolution is not detrimental to the Company’s interests”.

Under the Israeli Companies Law, the approval of this resolution requires the affirmative vote of a majority of ordinary shares present and voting at the Meeting, in person or by proxy, entitled to vote and voting on the matter, provided that either: (i)  at least a majority of the voted shares of shareholders who are not Controlling Shareholders and who do not have a personal interest in the resolution are voted in favor of the resolution (votes abstaining shall not be taken into account in counting the above-referenced shareholders' votes) ; or (ii) the total number of the shares of shareholders who are not Controlling Shareholders and who do not have a personal interest in the resolution voted against the resolution does not exceed two percent (2%) of the outstanding voting power in the Company.

PROPOSAL 7 -

INCREASE IN COST OF ENGAGEMENT OF THE CEO

At the annual general meeting of shareholders held on July 15, 2010, the Company's shareholders approved the aggregate monthly consulting fee payable to the consulting companies through which Dr. Moshe BenBassat, who serves as the Company’s Chief Executive Officer and a Director, provides services to the Company and its affiliates. The approved aggregate monthly fee was US$ 37,500, plus VAT, if applicable (the " Monthly Fee "). The Monthly Fee is all inclusive (e.g. it includes the cost of all medical insurance, severance pay, company car and all other fringe benefits customarily paid under employment agreements with senior executives) and represents the total cost to the Company and its affiliates and no other compensation is payable except for a performance bonus and reimbursement of expenses. The performance bonus will not exceed 133% of the aggregate Monthly Fee paid during the relevant calendar year based on target milestones set by the Company's Compensation Committee.

The Board of Directors of the Company is authorized, upon the recommendation of the Company's Compensation Committee, to change the monthly fee payable to the consulting companies through which Dr. Moshe BenBassat provides services to the Company by an amount not exceeding ten percent (10%) in any calendar year. Following the adjustments made in 2011 and in 2012 by the Board of Directors and Compensation Committee, the current Monthly Fee is $42,083.33. Since 2012 no additional adjustments have been made.

Subject to shareholder approval, the Board of Directors and the Compensation Committee approved the increase of the Monthly Fee to $49,583.33 ($595,000 on an annual basis), which is an increase of approximately 18% over the existing Monthly Fee. This increase will be effective retroactively from January 1, 2014. The Board of Directors and the Compensation Committee approved this increase since no increase has been made since April 2012 as well as due to (a) the Company's improved financial performance and (b) Dr. BenBassat's leadership in the Company's execution of its plan to become a leading provider of best-of-breed decision optimization and mobility solutions, both on premise and in the cloud, as driven by a record number of new customers, growing traction for its cloud-based SaaS offerings and increased market demand for its mobility products.

The Company's Compensation Policy allows an increase of up to 10% in the Monthly Fee without shareholder approval. The Compensation Committee and the Board of Directors believe the proposed increase in the Monthly Fee to be fair and reasonable and in the best interests of the Company.

It is proposed that the following resolution be adopted at the Meeting:

“ RESOLVED , to approve the increase in the Monthly Fee payable by the Company to the consulting companies through which Dr. Moshe BenBassat provides services to the Company and its affiliates to $49,583.33 ($595,000 on an annual basis) effective retroactively from January 1, 2014. The shareholders confirm that this resolution is not detrimental to the Company’s interests”.

Under the Israeli Companies Law, the approval of this resolution requires the affirmative vote of a majority of ordinary shares present and voting at the Meeting, in person or by proxy, entitled to vote and voting on the matter, provided that either: (i)  at least a majority of the voted shares of shareholders who are not Controlling Shareholders and who do not have a personal interest in the resolution are voted in favor of the resolution (votes abstaining shall not be taken into account in counting the above-referenced shareholders' votes) ; or (ii) the total number of the shares of shareholders who are not Controlling Shareholders and who do not have a personal interest in the resolution voted against the resolution does not exceed two percent (2%) of the outstanding voting power in the Company.

Management knows of no other business to be transacted at the Meeting. However, if any other matters are properly presented to the Meeting, the persons named in the enclosed form of proxy will vote upon such matters in accordance with their best judgment.

Petach Tikva, Israel

May 7, 2014

Exhibit A

ClickSoftware Technologies Ltd.

Form of Amended and Restated Compensation Policy

(Amendments relative to the current version are marked in the text)

ClickSoftware Technologies Ltd. (hereinafter: the “Company”)

Amended and Restated Compensation Policy for Officers

As approved by the Compensation Committee and the Board of Directors of

ClickSoftware Technologies Ltd. (hereinafter: the “Company”),

on May 19, 2013

on April 10, 2014

Chapter 1: General background

On December 12, 2012, Amendment No. 20 (hereinafter: the “ Amendment ”) to the Companies Law, 5759-1999 (hereinafter: the “ Law ” or the “ Companies Law ”), which determines obligations with respect to the adoption of a compensation policy for officers in Israeli public companies or private companies which issued bonds to the public (hereinafter: the “ Compensation Policy ”), entered into force. This Amended and Restated Compensation Policy amends and restates the Compensation policy approved by the Board of Directors and Compensation Committee on May 19, 2013.

Principles of the Compensation Policy

The Company determined the Compensation Policy for Officers (defined below) in accordance with the following considerations:

The purposes which underlie the Compensation Policy:

To achieve these goals, the Compensation Policy attempts to: (i)  offer compensation opportunities that attract and retain Officers whose abilities are critical to the long term success of the Company, motivate individuals to perform at their highest level and reward outstanding achievement, (ii)  maintain a significant portion of the Officers' total compensation as a variable amount based on performance, tied to achievement of financial, organizational and management performance goals, and (iii)  encourage Officers to manage from the perspective of owners with an equity stake in the Company.

In determining the Officer’s compensation, the following criteria, among others, will be examined:

Manner of determination and approval of the compensation

Applicability

In accordance with the recommendation by the Compensation Committee of the Board of Directors, the Board of Directors of the Company determined that the Compensation Policy set forth below shall apply for a period of three years.

The Compensation Policy shall apply to any “Officer”, as this term is defined in the Companies Law (hereinafter: the “ Officers ”): a Director, CEO, COO, Deputy CEO, Vice President, anyone holding a position in accordance with that which has been set forth above in the Company even if his/her title is different, and any other officer who is directly subordinate to the CEO.

The Compensation Policy is intended to apply to the Officers serving in the Company at thedate of its entry into force and all Officers that will commence their service with the Company while the Policy is in effect , including:

(*) For a description of the positions of the Officers, their areas of responsibility and the threshold requirements regarding education, qualifications and previous experience, see Appendix A .

Chapter 2: Components of the compensation

The Compensation Policy for the Officer shall include the following components:

Table 1 – Compensation components and percentages

The following table lists the various compensation components for the Company’s Officers and the possible proportion of each component, relative to the fixed compensation cost:

* Not including severance pay as set forth in Section 4.1 below.

4.1 Severance pay

Table 2 – Ratio of the compensation to the average and median salary

* salary Compensation – as this term is defined in Amendment No. 20 to the Companies Law.

** The Company is an international company which employs workers in developing countries as well, and accordingly, the provisions set forth above shall only apply to employees who are employed in Israel.

Chapter 3: Processes for the supervision and control of the Compensation Policy

Appendix A

Qualifications and Areas of Responsibility

The Amendment to the Companies Law requires each company to take the following subjects into account as part of its compensation policy, in order to show theoretical congruence between the various types of grants and the qualifications of the Officer in question:

4.2 Areas of responsibility: managing the sales activities and sales organization

The Board of Directors/Compensation Committee shall be entitled to waive the requirements for education and qualifications as set forth above, in whole or in part, should it determine that the Officer in question has skills or another advantage which overcomes those requirements.