Incredimail 2013 Annual Report Download - page 159

The Board may, from time to time, set aside any amount(s) out of the profits of the Company as a reserve or reserves for any
purpose(s) that the Board, in its discretion, shall think fit, and may invest any sum so set aside in any manner and from time
to time deal with and vary such investments, and dispose of all or any part thereof, and employ any such reserve or any part
thereof in the business of the Company without being bound to keep the same separate from other assets of the Company,
and may subdivide or redesignate any reserve or cancel the same or apply the funds therein for another purpose, all as the
Board may from time to time think fit.
46.3.
Reserves
47.
Exercise of Powers of Directors
47.1.
A meeting of the Board at which a quorum is present shall be competent to exercise all the authorities, powers and
discretions vested in or exercisable by the Board.
47.2.
Except as otherwise specifically set forth in these Articles or as required by the Law, a resolution proposed at any meeting of
the Board shall be deemed adopted if approved by a majority of the directors present when such resolution is put to a vote
and voting thereon.
47.3.
A resolution in writing signed by all directors then in office and lawfully entitled to vote thereon, or to which all such
directors have given their written consent (by letter, telegram, email, facsimile, telecopier, email, or otherwise), shall be
deemed to have been unanimously adopted by a meeting of the Board duly convened and held.
48.
Delegation of Powers
48.1.
The Board may, subject to the provisions of the Law and any other applicable law, delegate any or all of its powers to
committees, and it may from time
to time revoke such delegation or alter the composition of any such committee. Any
Committee so formed (in these Articles referred to as a “Committee of the Board”),
shall, in the exercise of the powers so
delegated, conform to any regulations imposed on it by the Board. The meetings and proceedings of any Committee of the
Board shall be governed, with the relevant changes, by the provisions herein contained for regulating the meetings of the
Board, so far as not superseded by any regulations adopted by the Board under this Article. Unless otherwise expressly
provided by the Board in delegating powers to a Committee of the Board, such Committee shall not be empowered to further
delegate such powers. In accordance with and subject to Section 271 of the Law, the Compensation Committee of the Board
(if any) shall have the full power and authority to approve the terms of compensation of the Office Holders of the Company,
other than Office Holders who are also directors.
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