Incredimail 2013 Annual Report Download - page 68

Authorized Share Capital
On November 18, 2013, our shareholders approved amendments to our memorandum and articles of association increasing our
authorized share capital to NIS 1,200,000, divided into 120,000,000 ordinary shares, par value NIS 0.01 per share.
The Board of Directors
Under the Companies Law and our a rticles of a ssociation, our b oard of d
irectors may exercise all powers and take all actions that are
not required under the Companies Law or under our a rticles of a
ssociation to be exercised or taken by another corporate body, including the
power to borrow money for the purposes of our Company. Our directors are not subject to any age limit requirement, nor are they disqualified
from serving on our board of d
irectors because of a failure to own a certain amount of our shares. For more information about our Board of
Directors, see Item 6.C "Board Practices".
Dividend and Liquidation Rights
The holders of the ordinary shares are entitled to their proportionate share of any cash dividend, share dividend or dividend in kind
declared with respect to our ordinary shares on or after the date of this annual report. We may declare dividends out of profits legally available
for distribution. Under the Companies Law, a company may distribute a dividend only if the distribution does not create a reasonable risk that
the company will be unable to meet its existing and anticipated obligations as they become due. Furthermore, a company may only distribute a
dividend out of the company’
s profits, as defined under the Companies Law. If the company does not meet the profit requirement, a court may
allow it to distribute a dividend, as long as the court is convinced that there is no reasonable risk that such distribution might prevent the
company from being able to meet its existing and anticipated obligations as they become due.
Under the Companies Law, the declaration of a dividend does not require the approval of the shareholders of a company unless the
company’
s articles of association provide otherwise. Our articles of association provide that the board of directors may declare and distribute
dividends without the approval of the shareholders. In the event of our liquidation, holders of our ordinary shares have the right to share ratably
in any assets remaining after payment of liabilities, in proportion to the paid-up par value of their respective holdings.
These rights may be affected by the grant of preferential liquidation or dividend rights to the holders of a class of shares that may be
authorized in the future.
Voting, Shareholder Meetings and Resolutions
Holders of ordinary shares have one vote for each ordinary share held on all matters submitted to a vote of shareholders. This right may
be changed if shares with special voting rights are authorized in the future.
Our articles of association and the laws of the State of Israel do not restrict the ownership or voting of ordinary shares by non-
residents
of Israel.
Under the Companies Law, an annual meeting of our shareholders should be held once every calendar year, but no later than 15 months
from the date of the previous annual 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 adjourned meeting, if a legal quorum is not present
after 30 minutes from the time specified for the commencement of the adjourned meeting, then the meeting shall take place regardless of the
number of members present and in such event the required quorum shall consist 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." Special general meetings may
also be convened upon shareholder request in accordance with the Companies Law and our articles of association. The chairperson of our 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.
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