Incredimail 2013 Annual Report Download - page 157

A Shareholder is entitled to vote by a separate proxy with respect to each share held by him provided that each proxy shall have a
separate letter of appointment containing the serial number of the share(s) with respect to which the proxy is entitled to vote. Where
valid but differing instruments of proxy are delivered in respect of the same share for use at the same meeting, the instrument that is
delivered last (regardless of its date or of the date of its execution) shall be treated as replacing and revoking the others as regards that
share. However, if the Board, or some other person as may be authorized by the Board for such purpose, is unable to determine which
was the last instrument delivered, none of them shall be treated as valid in respect of that share. Delivery of an instrument appointing a
proxy or any other instrument, as aforesaid, shall not preclude a Shareholder from attending and voting in person at the meeting.
DIRECTORS
The Board shall be composed of seven (7) members including two External Directors.
No person shall be disqualified from serving as a director by reason of not holding shares in the Company.
In the event of one or more vacancies in the Board, the continuing directors may continue to act in every matter; provided, however
,
that if they number less than a majority of the number of directors set by the Board to hold office pursuant to Article
40 hereof, they
may only act in an emergency, and may call a general meeting of the Company for the purpose of electing directors to fill any or all
vacancies, or appoint any other person as a director pursuant to Article
53, so that at least a majority of the number of directors set by
the Board to hold office pursuant to Article 40 hereof are in office as a result of such meeting.
39.
Multiple Proxies
40.
Number of Directors
41.
Qualification of Directors
42.
Continuing Directors in the Event of Vacancies
43.
Vacation of Office
; Removal of Directors
43.1. The office of a director shall be vacated, ipso facto
, upon his death or if he be found legally incompetent; if he becomes
bankrupt, if he is prevented by applicable law or listing requirements from serving as a director of the Company, if the Board
terminates his office according to Section 231 of the Law, if a court order is given in accordance with Section 233 of the
Law, or if under the Law his term otherwise automatically terminates.
43.2.
The office of a director shall be vacated by his written resignation. Such resignation shall become effective on the date fixed
therein, or upon the delivery thereof to the Company, whichever is later.
43.3.
A director shall be removed from office only pursuant to the provisions of Article 43.1 or by a resolution of the general
meeting of the Company approved by Shareholders holding more than two-
thirds of the voting power of the issued and
outstanding share capital of the Company.
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