Incredimail 2008 Annual Report Download - page 54

Download and view the complete annual report

Please find page 54 of the 2008 Incredimail annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 122

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122

meeting of the board of directors or the audit committee may not attend that meeting or vote on that matter, unless a majority of the board of
directors or the audit committee also has a personal interest in the matter. If a majority of the board of directors or the audit committee has a
personal interest in the transaction, shareholder approval is also required.
Shareholders
The Israeli Companies Law imposes the same disclosure requirements, as described above, on a controlling shareholder of a public company
that it imposes on an office holder. For these purposes, a controlling shareholder is any shareholder that has the ability to direct the company’s
actions, including any shareholder holding 25% or more of the voting rights if no other shareholder owns more than 50% of the voting rights in
the company. Two or more shareholders with a personal interest in the approval of the same transaction are deemed to be one shareholder.
58
Approval of the audit committee, the board of directors and our shareholders is required for:
The shareholder approval must include the majority of shares voted at the meeting. In addition, either:
Under the Israeli Companies Law, a shareholder has a duty to act in good faith towards the company and other shareholders and to refrain
from abusing his or her power in the company including, among other things, when voting in a general meeting of shareholders or in a class
meeting on the following matters:
A shareholder has a general duty to refrain from depriving any other shareholder of their rights as a shareholder. In addition, any controlling
shareholder, any shareholder who knows that it possesses the power to determine the outcome of a shareholder or class vote and any shareholder
who, pursuant to the company’s articles of association has the power to appoint or prevent the appointment of an office holder in the company is
under a duty to act with fairness towards the company. The Companies Law does not describe the substance of this duty of fairness.
Anti-Takeover Provisions; Mergers and Acquisitions
Merger. The Israeli Companies Law permits merger transactions with the approval of each party’s board of directors and shareholders,
except that when the merger involves one of the following companies, the approval of the shareholders of these companies is not required:
At the general meeting of a merging company which shares are held by the other party to the merger or by any person holding at least 25% of
any control measures of the other party to the merger, a merger shall not be deemed approved if the shareholders holding the majority of the
voting power present at the meeting object to the merger. In calculating this majority, (i) the abstaining shareholders and (ii) shareholders that are
part of the other party to the merger or hold 25% or more of any control measures of the other party to the merger are excluded. Shares held by
relatives or companies controlled by a person are deemed held by that person. The term
“
control measures
”
of a company includes, among other
—
extraordinary transactions with a controlling shareholder or in which a controlling shareholder has a personal interest; and
—
employment of a controlling shareholder or a relative of a controlling shareholder.
—
the majority must include at least one-third of the shares of the voting shareholders who have no personal interest in the transaction
voted at the meeting (excluding abstaining votes); or
—
the total shareholdings of those who have no personal interest in the transaction and who vote against the transaction must not
represent more than 1% of the aggregate voting rights in the company.
—
any amendment to the articles of association;
—
an increase in the company's authorized share capital;
—
a merger; or
—
approval of related party transactions that require shareholder approval.
—
an absorbed company which is under the full control and ownership of the surviving company; or
—
a surviving company, if all of the following conditions are met: (i) the merger does not entail an amendment of the articles of
association or memorandum of association of the surviving company, (ii) the surviving company does not issue in the course of the
merger more than twenty percent of the voting rights in the company, and as a result of the share issuance no person shall become a
controlling shareholder in the surviving company, and (iii) circumstances that would otherwise mandate an approval by a special
majority of the shareholders (as described in the following paragraph) do not exist.