Incredimail 2011 Annual Report Download - page 64

Under the Israeli Companies Law, an annual general meeting of our shareholders should be held once every calendar year, but no later than 15 months from
the date of the previous annual general meeting. The quorum required under our articles of association for a general meeting of shareholders consists of at least two
shareholders present in person or by proxy holding in the aggregate at least 33 1/3% of the voting power. According to our articles of association a meeting adjourned
for lack of a quorum generally is adjourned to the same day in the following week at the same time and place or any time and place as the chairperson of the board of
directors designates in a notice to the shareholders with the consent of the holders of the majority voting power represented at the meeting voting on the question of
adjournment. In the event of a lack of quorum in a meeting convened upon the request of shareholders, the meeting shall be dissolved. At the reconvened meeting, the
required quorum consists of any number of shareholders present in person or by proxy.
Our board of directors may, in its discretion, convene additional meetings as "special general meetings." In addition, the board must convene a special general
meeting upon the demand of two of the directors, one fourth of the nominated directors, one or more shareholders having at least 5% of outstanding share capital and
at least 1% of the voting power in the company, or one or more shareholders having at least 5% of the voting power in the company. The chairperson of the board of
directors presides at each of our general meetings. The chairperson of the board of directors is not entitled to a vote at a general meeting in his capacity as chairperson.
Most shareholders’ resolutions, including resolutions to:
will be deemed adopted if approved by the holders of a majority of the voting power represented at a shareholders’
meeting, in person or by proxy, and voting on that
resolution. Except as set forth in the following sentence none of these actions require the approval of a special majority. Amendments to our articles of association
relating to the election and vacation of office of directors, the composition and size of the board of directors and the insurance, indemnification and release in advance
of the company’s office holders with respect to certain liabilities incurred by them require the approval at a general meeting of shareholders holding more than two-
thirds of the voting power of the issued and outstanding share capital of the company.
Notices
Under the Israeli Companies Law, shareholders’
meetings generally require prior notice of at least 21 days, or 35 days if the meeting is adjourned for the
purpose of voting on any of the following matters:
Modification of Class Rights
The Israeli Companies Law provides that, unless otherwise provided by the articles of association, the rights of a particular class of shares may not be
adversely modified without the vote of a majority of the affected class at a separate class meeting.
• amend our articles of association (except as set forth below);
•
make changes in our capital structure such as a reduction of capital, increase of capital or share split, merger or consolidation;
•
authorize a new class of shares;
•
elect directors, other than external directors;
•
appoint auditors; or
•
approve most transactions with office holders,
(1)
appointment and removal of directors;
(2)
approval of certain matters relating to the fiduciary duties of office holders and of certain transactions with interested parties;
(3)
approval of certain mergers; and
(4)
any other matter in respect of which the articles of association provide that resolutions of the general meeting may be approved by means of a voting
document.
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