Incredimail 2011 Annual Report Download - page 63

C. MARKETS
Our ordinary shares are quoted on the Nasdaq Global Market under the symbol "PERI", and on the Tel Aviv Stock Exchange under the Hebrew letters which
read "PERION".
D. SELLING SHAREHOLDERS
Not applicable.
E. DILUTION
Not applicable.
F. EXPENSES OF THE ISSUE
Not applicable.
ITEM 10. ADDIT IO NAL 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. Furthermore, 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.
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