Incredimail 2013 Annual Report Download - page 160

ELECTION OF DIRECTORS
48.2. Without derogating from the provisions of Article
48.1, the Board may, subject to the provisions of the Law, from time to
time appoint a secretary to the Company, as well as officers, agents, employees and independent contractors, as the Board
may deem fit, and may terminate the service of any such person. The Board may, subject to the provisions of the Law,
determine the powers and duties, as well as the salaries and emoluments, of all such persons, and may require security in
such cases and in such amounts as it thinks fit.
48.3.
The Board may from time to time, by power of attorney or otherwise, appoint any person, company, firm or body of persons
to be the attorney or attorneys of the Company at law or in fact for such purpose(s) and with such powers, authorities and
discretions, and for such period and subject to such conditions, as it thinks fit, and any such power of attorney or other
appointment may contain such provisions for the protection and convenience of persons dealing with any such attorney as
the Board may think fit, and may also authorize any such attorney to delegate all or any of the powers, authorities and
discretions vested in him.
49.
Other than External Directors, the directors will be elected in three staggered classes by the vote of a majority of the ordinary shares
present and entitled to vote. The directors of only one class will be elected at each annual meeting for a three year term, so that the
regular term of only one class of directors expires annually. The directors serving as of the date these Articles become effective will be
classified as shall be determined by a resolution of the Board. At the Company's Annual General Meeting to be held in 2006, the term
of the first class, consisting of two directors will expire, and the directors elected at that meeting will be elected for a three-
year
term. At the Company's Annual General Meeting to be held in 2007, the term of the second class, consisting of two directors, will
expire and the directors elected at that meeting will be elected for a three-
year term. At the Company's Annual General Meeting to be
held in 2008, the term of the third class, consisting of one director, will expire and the director elected at that meeting will be elected for
a three-year term. The External Directors will not be assigned a class.
If the number of directors constituting the Board is changed, any increase or decrease shall be apportioned among the classes so as to
maintain the number of directors in each class as nearly equal as possible, but in no case will a decrease in the number of directors
constituting the Board shorten the term of any incumbent director.
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