Incredimail 2012 Annual Report Download - page 68

Under the 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.
Under the Companies Law, an annual meeting of our shareholders should be held once every calendar year, but no later than 15 months
from the date of the previous annual meeting. The quorum required under our articles of association 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. According to
our articles of association 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 adjourned meeting, if a legal quorum is not present
after 30 minutes from the time specified for the commencement of the adjourned meeting, then the meeting shall take place regardless of the
number of members present and in such event the required quorum shall consist 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." Special general meetings may
also be convened upon shareholder request in accordance with the Companies Law and our articles of association. The chairperson of our 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:
• 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.
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