Incredimail 2013 Annual Report Download - page 153

GENERAL MEETINGS
A general meeting shall be held at least once in every year at such time, being not more than 15 months after the last preceding Annual
General Meeting (as such term is defined hereunder), and at such place, within or out of the State of Israel, as may be prescribed by the
Board. Such general meetings shall be called “Annual General Meetings.”
All general meetings of Shareholders other than Annual General Meetings shall be called “Extraordinary General Meetings.”
The Board
may, whenever it thinks fit, convene an Extraordinary General Meeting, at such time and place, within or out of the State of Israel, as
may be determined by the Board, and shall be obligated to do so upon a request in writing in accordance with Section 63 of the Law.
Subject to the provisions of the Articles and the Law, the function of the General Meeting shall be to elect the members of the Board,
including External Directors; to appoint and/or ratify the Company’
s auditor; to approve acts and transactions that require approval by a
general meeting under the provisions of the Law or these Articles; to increase and reduce the authorized share capital, in accordance
with the provisions of the Law; to approve any amendment to these Articles (subject to the special majority requirements contained in
Article 34 below); and to approve a resolution to consummate a merger (as defined in Section 1 of the Law).
Subject to these Articles, applicable law and regulations, including the applicable laws and regulations of any stock market on which
the Company’
s shares are listed or included for quotation, prior notice of at least 21 days of any general meeting, specifying the place,
date and hour of the meeting, the agenda, proposed resolutions and voting arrangements shall be given as, hereinafter provided, to the
Shareholders thereunto entitled pursuant to these Articles and the Law. Non-
receipt of any such notice shall not invalidate any
resolution passed or the proceedings held at that meeting.
The Board may, in its absolute discretion, resolve to enable persons entitled to attend a general meeting to do so by simultaneous
attendance and participation at the principal meeting place and a satellite or Internet meeting place or places anywhere in the world and
the Shareholders present in person, by proxy or by written ballot at satellite or Internet meeting places shall be counted in the quorum
for and entitled to vote at the general meeting in question, and that meeting shall be duly constituted and its proceedings valid, provided
that the chairperson of the general meeting is satisfied that adequate facilities are available throughout the general meeting to ensure
that Shareholders attending at all the meeting places are able to: (a) hear all persons who speak (whether by the use of microphones,
loudspeakers audio-
visual communications equipment or otherwise) in the principal meeting place and any satellite meeting place, and
(b) be heard by all other persons so present in the same way.
26.
Annual Meetings
27.
Extraordinary General Meetings
28.
Powers of the General Meeting
29.
Notice of General Meetings; Omission to Give Notice
30.
Manner of Meeting
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