Incredimail 2008 Annual Report Download - page 52

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, except with respect to citizens of countries that are in a state of war with Israel.
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 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. 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:
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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.
Election of Directors
—
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.