Incredimail 2010 Annual Report Download - page 63

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:
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.
• 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,
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.
(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.
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