Incredimail 2010 Annual Report Download - page 62

D. SELLING SHAREHOLDERS
Not applicable.
E. DILUTION
Not applicable.
F. EXPENSES OF THE ISSUE
Not applicable.
ITEM 10. ADDITIONAL INFORMATION
A. SHARE CAPITAL
At our 2010 annual shareholder meeting held on January 6, 2011, the shareholders resolved to increase the authorized share capital of
the Company by NIS 250,000 divided into 25,000,000 ordinary shares, par value NIS0.01 each, and to amend the Company’
s Articles of
Association to reflect such increase of share capital, so that following such increase, the authorized share capital of the Company is NIS 400,000,
consisting of 40,000,000 ordinary shares with a nominal value of NIS 0.01 each.
B. MEMORANDUM AND ARTICLES OF ASSOCIATION
Registration Number and Purposes
Our registration number with the Israeli Companies Registrar is 51-284949-
8. Pursuant to Section 3 of our articles of association, our
objectives are the development, manufacture and marketing of software and any other objective as determined by our board of directors.
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 Israeli 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. A company may only distribute a dividend
out of the company’
s profits, as defined under the Israeli 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 Israeli 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, 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.
53