Incredimail 2014 Annual Report Download - page 73

Download and view the complete annual report

Please find page 73 of the 2014 Incredimail annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 166

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137
  • 138
  • 139
  • 140
  • 141
  • 142
  • 143
  • 144
  • 145
  • 146
  • 147
  • 148
  • 149
  • 150
  • 151
  • 152
  • 153
  • 154
  • 155
  • 156
  • 157
  • 158
  • 159
  • 160
  • 161
  • 162
  • 163
  • 164
  • 165
  • 166

Shareholders
Approval of the audit committee, the board of directors and our shareholders is required for extraordinary transactions with a
controlling shareholder or in which a controlling shareholder has a personal interest. For these purposes, a controlling shareholder is any
shareholder that has the ability to direct the company’
s actions, including any shareholder holding 25% or more of the voting rights if no other
shareholder owns more than 50% of the voting rights in the company. The shareholdings of two or more shareholders with a personal interest in
the approval of the same transaction are aggregated for this purpose.
The shareholder approval must include the majority of shares voted at the meeting. In addition, either:
Under the Companies Law, a shareholder has a duty to act in good faith towards the company and other shareholders and to refrain
from abusing his or her power in the company including, among other things, when voting in a general meeting of shareholders or in a class
meeting on the following matters:
A shareholder has a general duty to refrain from depriving any other shareholder of their rights as a shareholder. In addition, any
controlling shareholder, any shareholder who knows that it possesses the power to determine the outcome of a shareholder or class vote and any
shareholder who, pursuant to the company’
s articles of association has the power to appoint or prevent the appointment of an office holder in the
company, is under a duty to act with fairness towards the company.
Anti-Takeover Provisions; Mergers and Acquisitions
Merger. The Companies Law permits merger transactions with the approval of each party’s board of directors and shareholders.
Under the Companies Law, a merging company must inform its creditors of the proposed merger. Any creditor of a party to the merger
may seek a court order to delay or block the merger, if there is a reasonable concern that the surviving company will not be able to satisfy all of
the obligations of the parties to the merger. Moreover, a merger may not be completed until all of the required approvals have been filed by both
merging companies with the Israeli Registrar of Companies and (i) 30 days have passed from the time both companies’
shareholders resolved to
approve the merger, and (ii) at least 50 days have passed from the time that the merger proposal was filed with the Israeli Registrar of
Companies.
Tender Offer.
The Companies Law requires a purchaser to conduct a tender offer in order to purchase shares in publicly held
companies, if as a result of the purchase the purchaser would hold more than 25% of the voting rights of a company in which no other
shareholder holds more than 25% of the voting rights, or the purchaser would hold more than 45% of the voting rights of a company in which no
other shareholder holds more than 45% of the voting rights. The tender offer must be extended to all shareholders, but the offeror is not required
to purchase more than 5% of the company’
s outstanding shares, regardless of how many shares are tendered by shareholders. The tender offer
generally may be consummated only if (i) at least 5% of the voting rights in the company will be acquired by the offeror and (ii) the number of
shares tendered in the offer exceeds the number of shares whose holders objected to the offer. The requirement to conduct a tender offer shall not
apply to (i) the purchase of shares in a private placement, provided that such purchase was approved by the company’
s shareholders for this
purpose; ; (ii) a purchase from a holder of more than 25% of the voting rights of a company that results in a person becoming a holder of more
than 25% of the voting rights of a company, and (iii) a purchase from the holder of more than 45% of the voting rights of a company that results
in a person becoming a holder of more than 45% of the voting rights of a company.
•
the majority must include at least a majority of the shares of the voting shareholders who have no personal interest in the
transaction voted at the meeting; or
•
the total shareholdings of those who have no personal interest in the transaction and who vote against the transaction must not
represent more than 2% of the aggregate voting rights in the company.
•
any amendment to the articles of association;
•
an increase in the company’s authorized share capital;
•
a merger; or
•
approval of related party transactions that require shareholder approval.
68