Incredimail 2013 Annual Report Download - page 69

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 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 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.
Election of Directors
Our ordinary shares do not have cumulative voting rights in the election of directors. Therefore, the holders of ordinary shares
representing more than 50% of the voting power at the general meeting of the shareholders, in person or by proxy, have the power to elect all of
the directors whose positions are being filled at that meeting, to the exclusion of the remaining shareholders. External directors are elected by a
majority vote at a shareholders’ meeting, provided that either:
See "Item 6.C Board Practices" regarding our staggered board.
Transfer Agent and Registrar
American Stock Transfer and Trust Company is the transfer agent and registrar for our ordinary shares.
Approval of Related Party Transactions
Office Holders
The Companies Law codifies the fiduciary duties that office holders owe to a company. An office holder is defined in the Companies
Law as any general manager, chief business manager, deputy general manager, vice general manager, or any other person assuming the
responsibilities of any of these positions regardless of that person’
s title, as well as a director, or a manager directly subordinate to the general
manager.
• amend our articles of association (except as set forth below) or our memorandum of association;
•
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; or
•
appoint auditors
(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.
• the majority of shares voted for the election includes at least a majority of the shares held by non-
controlling shareholders voted
at the meeting and excluding shares held by a person with a personal interest in the approval of the election, excluding a personal
interest which is not as a result of his connection with the controlling shareholder (excluding abstaining votes); or
• the total number of shares of non-
controlling shareholders voted against the election of the external director does not exceed two
percent of the aggregate voting rights in the company.