Incredimail 2013 Annual Report Download - page 152

RECORD DATE FOR NOTICES OF GENERAL MEETINGS
AND OTHER ACTION
25.
Record Date for Notices of General Meetings
25.1.
Notwithstanding any provision of these Articles to the contrary and subject to applicable law, the Board may fix a date, not
exceeding 40 days, and not less than four days, prior to the date of any general meeting of the Shareholders, as the date of
which Shareholders entitled to participate and to vote at such meeting shall be determined, and all persons who were holders
of record of voting shares on such date and no others shall be entitled to notice of, participate in and to vote at such meeting.
A determination of Shareholders of record entitled to participate and to vote at any meeting shall apply to any adjournment
of such meeting;
provided, however
, that the Board may fix a new record date for the adjourned meeting.
25.2.
Any Shareholder or Shareholders of the Company holding at least one percent of the voting rights in the issued share capital
of the Company may, subject to the Law, request that the Board include a subject in the agenda of a general meeting to be
held in the future. Any such request (i) must be in writing, (ii) must include all information related to the subject matter and
the reason that such subject is proposed to be brought before the general meeting and (iii) must be signed by the Shareholder
or Shareholders making such request. In addition, subject to the Law, the Board may include such subject in the agenda of a
general meeting only if the request has been delivered to the secretary of the Company at least 75 days and not more than
120 days prior to the date set for the relevant Annual General Meeting or Extraordinary General Meeting, as applicable.
Each such request shall also set forth: (a) the name and address of the Shareholder making the request; (b) a representation
that the Shareholder is a holder of shares of the Company entitled to vote at such meeting and intends to appear in person or
by proxy at the meeting; (c) a description of all arrangements or understandings between the Shareholder and any other
person or persons (naming such person or persons) in connection with the subject which is requested to be included in the
agenda; and (d) a declaration that all the information that is required under the Law and any other applicable law to be
provided to the Company in connection with such subject, if any, has been provided. In addition, if such subject includes a
nomination to the Board in accordance with the Articles, the request shall also set forth the consent of each nominee to serve
as a director of the Company if so elected and a declaration signed by each of the nominees declaring that there is no
limitation under applicable law for the appointment of such a nominee. Furthermore, the Board may, in its discretion, to the
extent it deems necessary, require that the Shareholders making the request provide additional information so as to include a
subject in the agenda of a general meeting.
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