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Exhibit 3.2
THE COMPANIES LAW, 5759-1999
ARTICLES
OF
CAMTEK LTD.
1. INTERPRETATION AND DEFINITIONS
1.1 In these Articles each term specified below shall have the definition
appearing beside it, except if the context otherwise dictates.
INCLUDING without limitation
THE LAW the Company Law, 5759-1999, as
shall be in effect from time to
time, and the Regulations.
THE OFFICE the registered office of the Company.
MAJORITY (1) with respect to voting at meetings of
the Shareholders a SIMPLE majority
determined in accordance with the
voting rights attached to the Shares;
provided, however, that abstaining
votes are not counted;
(2) with respect to voting at meetings
of the Board of Directors or any
committee thereof - a SIMPLE majority
determined in accordance with the
number of voting Directors; provided,
however, that abstaining votes are not
counted.
OFFICER an Office Holder ("NOSEH MISRA"), as
defined in the Law.
PRESENCE OF A SHAREHOLDER
[AT A GENERAL MEETING] the presence of a Shareholder in person
or by proxy.
PROXY CARD ("KTAV HATZBA'AH") as the term is used
in the Law.
THE REGULATIONS Regulations promulgated under the Law,
as shall be in effect from time to
time.
SHARE CERTIFICATE ("TE'UDAT MENAYA") as the term is used
in the Law.
1.2 Capitalized terms contained in these Articles shall have the meanings
assigned to them herein; capitalized terms not defined herein shall
have the meaning assigned thereto in the Law, as is in effect at the
time these Articles came into effect.
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1.3 Sections 4,5,6,7,8 and 10 of the Interpretation Law, 5741-1981, shall
apply, mutatis mutandis, to the interpretation of these Articles.
1.4 The captions contained in these Articles are for convenience only and
shall not be deemed a part hereof or affect the interpretation or
construction of any provision hereof.
2. THE NAME OF THE COMPANY
In Hebrew:
In English: CAMTEK LTD.
3. THE OBJECTIVES OF THE COMPANY AND ITS PURPOSE
3.1 The Company may conduct any legal business.
3.2 The Company may contribute a reasonable amount for a worthy cause, even
if such contribution is not within the framework of the Company's
business considerations.
4. THE AUTHORIZED SHARE CAPITAL OF THE COMPANY
4.1 The authorized share capital of the Company is NIS 1,000,000, divided
into 50,000,000 Ordinary Shares of NIS 0.01 each. All Ordinary Shares
issued by the Company shall be issued in registered form.
4.2 The rights attached to the Ordinary Shares will be all the rights in
the Company, and Ordinary Shares shall entitle the holders thereof to
vote at shareholders' meetings and to participate, parri passu and in
accordance with the nominal value of the Ordinary Shares held by such
Shareholder, in distributions of dividends and in distributions of
funds and surplus assets in the liquidation of the Company.
4.3 The Company may, by resolution adopted by a Majority of the
Shareholders voting at the General Meeting, increase the authorized
share capital of the Company, and may cancel authorized share capital
that has not been issued if there is no undertaking of the Company,
including a contingent undertaking, to issue such shares.
4.4 Subject to the provisions of the Law, the Company may, by a resolution
adopted by a Majority of the Shareholders voting at the General
Meeting, amend the rights attached to all or any of its authorized
share capital, whether issued or not, create new classes of shares,
and/or attach different rights to each class of shares, including
special or preferential rights and/or different rights from those
attached to the existing shares, including redeemable shares, deferred
shares, et cetera.
4.5 The Company may, by resolution adopted by a Majority of the
Shareholders voting at a General Meeting, consolidate, divide and/or
redistribute the share capital of the Company to shares without any par
value and/or to shares with a higher or lower par value and/or to
different classes of shares.
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5. LIABILITY OF THE SHAREHOLDERS
5.1 The liability of a Shareholder for the obligations of the Company will
be limited to the amount of the consideration (including the premium)
for which his shares were issued to him, but not less than the par
value of such shares; except in the event that said shares have been
issued to him lawfully for a consideration which is below the par
value, in which event his liability will be limited to the amount of
the consideration for which said shares were issued to him.
5.2 The Company may not alter the liability of a Shareholder or obligate
him to acquire additional shares, without his consent.
6. AMENDING THE ARTICLES
6.1 The Company may amend these Articles by resolution of the Majority of
the Shareholders voting at a Special Meeting, except as otherwise
provided in the Law.
6.2 Any amendment to these Articles will become effective on the date of
the resolution adopting such amendment, unless the Law or said
resolution provides that such amendment will come into force at a later
time.
6.3 The Company may not amend a provision contained in these Articles
requiring a special majority to amend or to change these Articles or
any provision hereof, except by a resolution of the General Meeting
adopted by that majority.
7. TRANSACTIONS WITH AN OFFICER OR A CONTROLLING PERSON
Subject to the provisions of the Law, the Company may enter into a
transaction with an Officer and/or a Controlling Person, or with
another person with respect to which the Officer and/or the Controlling
Person has a Personal Interest, provided that such transaction does not
adversely affect the interests of the Company.
8. EXEMPTION, INSURANCE AND INDEMNIFICATION
8.1 GRANTING AN EXEMPTION FROM THE DUTY OF CARE
The Company may grant an Officer, in advance, an Exemption from his
liability, in whole or in part, for damages resulting from a breach of
his duty of care to the Company, subject to and in accordance with the
provisions of the Law, and provided that the Company shall not exempt
any Officer from liability arising from any of the following:
(a) a breach of the duty of care made intentionally or recklessly
("pzizuth");
(b) any Action taken with the intention of making an unlawful
profit; or
(c) any fine or administrative pecuniary punishment ("Kofer")
imposed on such Officer.
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8.2 INSURANCE
The Company may, subject to and in accordance with the provisions of
the Law, enter into an insurance policy to insure the liability of any
Officer with respect to an obligation imposed upon him by virtue of an
Action taken by him in his capacity as an Officer, with respect to any
of the aforesaid:
(1) Breach of duty of care to the Company, or to another
person;
(2) Breach of loyalty to the Company, provided the
Officer acted in good faith and had reasonable
grounds to assume that the action would not adversely
affect the interests of the Company.
(3) A financial obligation imposed upon the Officer.
8.3 INDEMNIFICATION
(a) The Company may, subject to and in accordance with the
provisions of the Law, indemnify an Officer retroactively.
(b) The Company may, subject to and in accordance with the
provisions of the Law, undertake in advance to indemnify an
Officer, provided that the undertaking will be limited as
follows:
(1) to such types of occurrences which, in the discretion
of the Board of Directors, are foreseeable at the
time at which the Company provides the undertaking
for indemnification; and
(2) to an amount which the Board of Directors shall have
determined to be reasonable under the circumstances.
(c) The Company may indemnify an Officer as aforesaid with respect
to liabilities or expenses, as specified below, imposed upon
him as a result of an Action taken by virtue of his being an
Officer:
(1) A financial liability imposed upon him in favor of
another person in a judgment, including a judgment
given by way of compromise, or an arbitration award
approved by a court;
(2) Reasonable litigation expenses, including legal fees,
incurred by the Officer or imposed upon him by a
court, in a claim filed against him by the Company or
on the Company's behalf, or by another person, or in
connection with a criminal charge of which he has
been acquitted, or a criminal charge which does not
require proof of MENS REA.
9. SECURITIES OF THE COMPANY
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9.1 GENERAL
The Company may have shares of different classes, redeemable
Securities, Debentures, Secured Debentures, Series of Debentures or
other Securities.
9.2 REDEEMABLE SECURITIES
(a) The Company may create and/or issue redeemable Securities.
(b) The Company may attach to redeemable securities the
characteristics of shares, including voting rights and/or
rights to participate in profits of the Company and/or the
right to receive dividends or bonus shares and/or other
rights, or additional rights attached to the shares of the
Company.
(c) The Company may redeem redeemable Securities in an amount, at
the times, in the form, and from the sources specified by
resolution of the Company.
(d) Redeemable Securities will not be deemed part of the equity of
the Company, unless the right of the Company to redeem such
Redeemable Securities has been limited to the winding-up of
the Company after having satisfied all of the obligations of
the Company to its creditors. In the event that the right of
redemption has been limited as aforesaid, the provisions of
sub-Article (c) above will not apply, and the Company may
redeem such Redeemable Securities in the same fashion as it
may acquire shares of the Company.
10. ISSUANCE OF SECURITIES
10.1 The issuance of shares and other Securities shall be in the authority
of the Board of Directors, subject to the provisions of the Law.
10.2 The Board of Directors may issue shares and convertible Securities up
to the limit of the authorized share capital of the Company, assuming
the conversion of all convertible Securities at the time of their
issuance.
10.3 The Board of Directors may issue shares for cash or for other
consideration, against immediate or subsequent payment.
10.4 The Board of Directors may issue Debentures, Secured Debentures or
Series of Debentures, within the scope of its authority to borrow on
behalf of the Company. The aforesaid does not preclude the authority of
the General Manager or any other person designated for such purpose by
the Board of Directors to borrow on behalf of the Company and to issue
Debentures, promissory notes, or bills of exchange within the limits of
his authority.
10.5 The Board of Directors will not issue a share the consideration for
which is not to be paid in full in cash, unless the consideration for
the shares has been detailed in a written document.
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10.6 The Board of Directors may issue shares at a price below their par
value, subject to the provisions of the Law.
10.7 The Company may, by resolution of the Board of Directors, pay a
commission for underwriting and/or subscription and/or consent to
subscribe and/or to underwrite shares or Securities of the Company,
whether conditional or not. Such commission may be paid in cash and/or
in shares and/or other Securities, or any combination thereof.
10.8 The Board of Directors will arrange for the registration of the
issuance of shares in the Shareholders Register immediately upon their
issuance.
11. SHARE CERTIFICATE
11.1 A Shareholder registered in the Shareholders Register may receive from
the Company, with respect to the fully paid-up shares registered in his
name in the Shareholders Register, one (1) Share Certificate confirming
such Shareholder's ownership in the shares registered in his name, or,
if approved by the Board of Directors, several Share Certificates each
for one or more of such shares.
11.2 A Share Certificate will be issued bearing the signatures of those
persons authorized to sign on behalf of the Company.
11.3 A Share Certificate in the name of two or more persons will be
delivered to the person whose name appears first in the Shareholders
Register.
11.4 In the event that a Share Certificate is lost, defaced or spoiled, a
new one may be issued in its place once the Shareholder requesting the
replacement has fulfilled the conditions with respect to proof of the
aforesaid, indemnification, etc., as determined by the Board of
Directors.
11.5 The Board of Directors will determine the amount of the fee to be paid
to the Company for issuing more than one Share Certificate to each
Shareholder and/or for exchanging a Share Certificate.
11.6 The Board of Directors of the Company will specify the form, the
content and the method of preparing or printing the Company's Share
Certificates, except where the aforesaid is specified by the
Regulations.
12. RESERVED
13. CAKES ON SHARES
13.1 The Board may, from time to time, at its discretion, make calls upon
Shareholders in respect of any sum unpaid on their shares (hereinafter:
an "OBLIGATION") which has become due or which is not, by the terms of
issuance of which shares, payable at a fixed time. Each Shareholder
shall pay to the Company the amount of every call so made upon him at
the time(s) and place(s) designated in such call. A call may contain a
call for payment in installments.
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13.2 Notice of any call shall specify the amount of the Obligation and shall
be given in writing to the Shareholder(s) in question not less than
fourteen (14) days prior to the time of payment as fixed therein,
provided that at any time before the due date of any such payment the
Board may, by a notice to the Shareholder(s), revoke such call, or
postpone the designated date(s) of payment.
13.3 The joint holders of a share shall be jointly and severally liable to
pay all calls in respect thereof. A call duly made upon one of the
joint holders shall be deemed to have been duly made upon all of the
joint holders.
13.4 If under the terms of issue of any share or otherwise, the payment in
respect of such share is to be made in whole or in part by
installments, whether such payment is at premium or at nominal value,
then each such installment shall be paid to the Company on the due date
for payment thereof, and it a call shall be deemed made by the Company
with proper notice on such shares with respect to each such
installment, and the provisions in these Articles which concern the
call on shares shall be applicable to such installments.
13.5 Any Obligation shall bear interest from the date on which it is payable
until actual payment thereof at a rate equal to the then prevailing
rate of interest for unauthorized overdrafts as charged by Bank Leumi
Le-Israel B.M. Notwithstanding the aforementioned, the Board of
Directors may waive the interest payments in whole or in part.
13.6 The Board of Directors may, upon adoption of a resolution to such
effect, allow any Shareholder to prepay any amount not yet payable in
respect of his shares, and may approve the payment of interest for such
prepayment at a rate as may be agreed upon between the Board and the
shareholder so prepaying.
13.7 The provision of this Article 13 shall in no way derogate from any
rights or remedies the Company may have pursuant to these Articles or
any applicable law.
14. CHARGE, FORFEITURE AND SURRENDER
14.1 The Company shall have a charge, first in rank, over all the shares
which are registered in the name of a shareholder but which are not
fully paid, as well as over the proceeds from their sale, for the
purpose of securing an Obligation of such a shareholder to the Company,
whether personally or jointly with others, whether or not payment is
due. The above mentioned charge shall apply to all the dividends
declared from time to time on such shares, unless otherwise decided by
the Board.
14.2 The Board of Directors may, upon the adoption of a resolution to such
effect, forfeit any shares issued with respect to which an Obligation
exists and has not been paid by its due date, and following such
forfeiture may sell the forfeited shares.
16. TRANSFER OF SHARKS
16.1 Shares and other Securities of the Company may be transferred subject
and pursuant to the provisions of this Article 16.
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16.2 Subject to the provisions of this Article 16, fully paid shares may be
transferred without approval of the Board of Directors.
16.3 A share may be transferred in whole only, and not in part; however, if
a share(s) has joint owners, any of the joint owners may transfer his
rights in the share(s).
16.4 A transfer of shares shall require the delivery to the Company of a
share transfer deed signed by the transferor and the transferee. If the
Board of Directors does not refuse or decline to register such transfer
of shares in accordance with the provisions of these Articles, the
Company will register the transfer of shares in the Shareholders
Register as soon as is practicable. The transferor will remain a the
owner of the shares to be transferred, until the name of the transferee
is recorded in the Shareholders Register as the owner of the shares.
16.5 A share transfer deed will be in the form specified below or such
similar or other form approved by the Board of Directors.
SHARE TRANSFER DEED
We, the undersigned, __________ of ___________ __________ (hereinafter:
the "TRANSFEROR") hereby transfer to __________ of ________________
(hereinafter: the "TRANSFEREE") ________ Shares of NIS each in the
undertaking called Camtek Ltd. to hold unto the Transferee, subject to
the conditions under which we held the same immediately before the
execution hereof, and we, the Transferee, do hereby agree to accept and
take the said Shares subject to the conditions aforesaid.
IN WITNESS WHEREOF we have affixed our signature on this _____ day of
the month of ________ year 20_.
Signature of the Transferor: _____________________
Witness to the signature: _____________________
Signature of the Transferee: _____________________
Witness to the signature: _____________________
16.6 The Board of Directors may:
(a) refuse to transfer a share with respect to which an Obligation
exists;
(b) suspend the registration of share transfers in the 10 (ten)
days prior to convening a General Meeting;
(c) decline to recognize a share transfer deed until a Share
Certificate for the shares transferred, or other proof that
the Board of Directors may demand in order to clarify the
ownership of the transferor, shall be attached to the shares
being transferred;
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(d) decline to transfer shares until the Company has been paid a
transfer fee as specified by the Board of Directors.
16.7 All Share Transfer Deeds will be delivered to the Company at the
Office. A Share Transfer Deed which is recorded in the Shareholder
Register will remain with the Company, and any Share Transfer Deed
which the Board of Directors refuses or declines to approve will be
returned, upon demand, to whomever delivered it to the Company,
together with the Share Certificate, if delivered.
16.8 The person entitled to shares by an act of Law is entitled to be
recorded in the Shareholders Register as a Shareholder thereof.
17. THE ORGANS OF THE COMPANY AND THEIR AUTHORITY
17.1 The organs of the Company are:
(1) The General Meeting;
(2) The Board of Directors; and
(3) The General Manager, if the Company has appointed a General
Manager.
17.2 The authorities of the different organs of the Company will be as
specified in the Law and in these Articles.
17.3 Each organ of the Company has all the ancillary rights required for
implementing his or its authority.
17.4 An authority not assigned in these Articles or in the Law to another
organ of the Company may be exercised by the Board of Directors, which
shall have a residual authority.
17.5 An action taken without authority or in excess of authority may be
approved retroactively by the proper organ of the Company.
18. GENERAL MEETING
18.1 THE PLACE OF THE GENERAL MEETING
(a) The General Meeting will take place in Israel.
(b) If the shares of the Company have been offered to the public
outside of Israel or are registered or listed for trade
outside of Israel, a General Meeting may also be conducted
outside of Israel if the Board of Directors so resolves.
18.2 PARTICIPATION IN THE GENERAL MEETING
(a) Subject to the provisions of the Law, a Shareholder may
participate in the General Meeting.
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(b) A Shareholder entitled to participate in a General Meeting
will be one who is a Shareholder at the time fixed in the
resolution to convene that General Meeting, provided that such
time is not more than 21 days prior to the date upon which the
meeting is to be convened, and not less than 4 days prior
thereto. With respect to a General Meeting in which it is
possible to vote by way of Proxy Card, the aforesaid terms may
be modified if so specified in the Regulations promulgated
under the Law.
(c) A Shareholder who is not registered in the Shareholders
Register and who wishes to vote at a General Meeting shall
prove to the Company his ownership in the shares, in the
method specified in the Regulations promulgated under the Law.
(d) A Shareholder may be present at and participate and vote in a
General Meeting either in person or by proxy, with respect to
each share held by him; a Shareholder who is the registered
owner of more than one share of the Company may appoint
different proxies for different shares of which he is the
registered owner, provided that with respect to each specific
share, only one person - who may be either the Shareholder or
a duly appointed proxy - may be present and vote at any
General Meeting.
(e) A legal entity may participate in a General Meeting by proxy.
(f) In the event a share is jointly owned, the joint owner whose
name appears first in the Share Registry may participate in
the General Meeting. If he is not present at the General
Meeting, the joint owner whose name appears thereafter may
participate in that General Meeting, and so forth.
(g) A Shareholder shall designate a proxy by signing an instrument
of proxy in the form specified below, or in a similar or
customary form which is acceptable to the Board; or, if shares
of the Company are traded outside of Israel, in a form which
is in accordance with the applicable laws, rules or customs of
the country and the stock market in which the Company's shares
are registered or listed for trade.
To: __________________(the Company)
APPOINTMENT OF PROXY
I/we the undersigned, _________ of __________, the owner of
_____ Ordinary Shares in the Company, hereby appoint
_________, ID/Company No. _________, or in his absence
_________, ID No. _________, as our proxy to participate and
vote in the General Meeting of the Company convened for the
_____ day of _________, _____, and in any adjourned meeting,
with respect to _____ of my aforesaid Ordinary Shares.
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IN WITNESS WHEREOF, we have affixed our signature on this
____ day of _________, 20_.
_________________________
[Shareholder's Signature]
(h) The appointment of a proxy will be valid only if the proxy
appointment notice is delivered to the Office or to another
place specified by the Board of Directors prior to the
beginning of the meeting.
(i) If both a Shareholder and his proxy are present at a General
Meeting with respect to the same shares, the appointment of
the proxy shall be void with respect to such shares.
(j) A vote cast in accordance with the instructions contained in
any instrument appointing a proxy shall be valid,
notwithstanding the death of the grantor or the revocation of
the proxy, unless notice in writing of the death or revocation
had been received at the office of the Company, or by the
chairman of the meeting, prior to the vote.
(k) In the case of any dispute with respect to the right to
participate in the General Meeting, the Chairman of the
meeting will decide and his decision will be final and
binding.
(1) The Chairman of the General Meeting may prevent the
participation therein of a person who is neither a Shareholder
nor a proxy of a Shareholder, unless the General Meeting shall
otherwise resolve. The General Meeting may resolve to prohibit
the participation of a person who is neither a Shareholder nor
a proxy of a Shareholder.
18.3 ANNUAL MEETING
(a) CONVENING AN ANNUAL MEETING
(1) The Company will conduct each year an Annual Meeting
no later than 15 (fifteen) months following the
previous Annual Meeting.
(2) If the Board of Directors does not convene an Annual
Meeting as aforesaid, any Shareholder or Director may
apply to the court to order that a Meeting be
convened.
(3) If it is impractical to convene an Annual Meeting or
to conduct it in the manner fixed in these Articles
and/or the Law, the court may, upon application by
the Company, by a Shareholder entitled to vote at the
General Meeting or by a Director, order that the
Meeting be convened and conducted in the manner
specified by the Board of Directors.
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(b) AGENDA
(1) The agenda of an Annual Meeting may include a
discussion of:
(i) the appointment of Directors;
(ii) the appointment of an Auditor;
(iii) Financial Reports;
(iv) any other matter specified by the Board of
Directors;
(2) Resolutions may be adopted at an Annual Meeting only
in those matters specified in the agenda.
18.4 SPECIAL MEETINGS
(a) CONVENING A SPECIAL MEETING:
(1) The Board of Directors will convene a Special
Meeting:
(i) upon its resolution to such effect;
(ii) upon a demand made by the lesser of (a) 2
(two) Directors or (b) one-fourth of the
Directors then serving;
(iii) upon a demand made by Shareholders holding
shares constituting at such time at least:
(a) 5% (five percent) of the issued share
capital and 1% (one percent) of the voting
rights of the Company; or (b) 5% (five
percent) of the voting rights of the
Company;
(2) If a demand is made to the Board of Directors to
convene a Special Meeting as aforesaid, it will
convene such Meeting within 21 (twenty-one) days from
the date of the demand, to a date specified in the
invitation which will be not earlier than 21
(twenty-one) days and not later than 35 (thirty-five)
days from the date of publishing the notice of the
General Meeting, or from such other date specified in
the Regulations with respect to General Meetings in
which it is possible to vote by way of Proxy Card.
(3) In the event the Board of Directors fails to convene
the Special Meeting, the Director(s) who demanded the
meeting, or those Shareholders who demanded, or part
thereof, that hold at least half of the voting rights
of the demanders, may convene a meeting provided that
the meeting will not take place earlier than 3
(three) months from the date demanding such meeting.
A Special Meeting as aforesaid will take place,
insofar as possible, in the same fashion as a General
Meeting convened by the Board of Directors.
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In the event such a meeting has been convened, the
Company shall bear the reasonable expenses necessary
to convene the meeting which were incurred by the
Director or the demanders, as the case may be, and
the Directors responsible for not convening the
meeting will reimburse those expenses to the Company.
(b) AGENDA
(1) The agenda at a Special Meeting will be set by the
Board of Directors; and if the Special Meeting is
convened upon demand as specified in sub-Article (a)
above, those matters specified by the Directors or
Shareholders who demanded that the Special Meeting be
convened shall be included in the agenda, provided
that such matters are suitable, in accordance with
the Law and these Articles, to be included in the
agenda of a General Meeting.
(2) Only matters included on the agenda will be discussed
at a Special Meeting.
18.5 NOTICE OF A GENERAL MEETING AND THE DATE FOR ITS PUBLICATION
(a) THE FORM OF NOTICE OF A GENERAL MEETING:
(1) The notice of a General Meeting shall include:
(i) the agenda;
(ii) proposed resolutions;
(iii) with respect to a General Meeting in which
it is possible to vote by way of Proxy Card-
arrangements to vote by way of Proxy Card;
(iv) if the shares of the Company are traded or
listed for trade outside of Israel any other
matter that is required under the laws,
rules or customs of the country and the
stock market in which the Company's shares
are registered or listed for trade.
The aforesaid will be as determined by the Board of
Directors, unless provisions with respect thereto are
set forth in the Regulations and/or in any applicable
other law, regulations or rules.
(2) A General Meeting may adopt a resolution different
from that specified in the notice, if so provided
under a Regulation.
(b) PUBLICATION OF NOTICE OF A GENERAL MEETING.
(1) The Company shall deliver to each of its Shareholders
who are listed in the Shareholders Register notice of
at least twenty-one (21) days of any General Meeting.
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(2) Notice of a General Meeting will be published if so
required by the Regulations; and if shares of the
Company are traded outside of Israel, the Company
shall provide notice of its General Meetings to its
Shareholders who are listed in the Shareholders
Register, in accordance with the applicable laws and
rules in effect in the country and the stock market
in which its shares are registered or listed for
trade.
18.6 QUORUM
(a) No discussion shall be held in a General Meeting unless a
quorum is present at the beginning of the meeting.
(b) A quorum for a General Meeting is the presence, within one
half an hour from the time specified for commencing the
meeting, of at least 2 (two) Shareholders who hold in the
aggregate at least 33-1/3% of the voting rights of the
Company.
(c) If a share is jointly owned, the joint owner's name that
appears first in the Shareholders Register will attend the
General Meeting. If he does not attend, the joint owner whose
name appears thereafter may attend the General Meeting, and so
forth.
(d) A Shareholder voting by way of Proxy shall be deemed present
at the General Meeting if the proxy appointment shall be
received by the Company prior to the beginning of the General
Meeting.
(e) A Shareholder who is not entitled to vote at the General
Meeting will not be deemed present at a General Meeting for
the purposes of calculating a quorum.
(f) If a quorum is not present within one half hour of the time
specified for the commencement of the General Meeting,, the
General Meeting will be adjourned for one week to the same
day, the same hour and the same place, or to a later date if
so specified in the notice of the General Meeting.
(g) If a quorum is not present within one half hour from the time
set for commencing the adjourned General Meeting the General
Meeting will take place regardless of whether a quorum is
present; provided, however, that if the General Meeting was
convened upon Shareholders' demand under Article
18.4(a)(1)(iii) above, and a quorum is not present within one
half hour from the time set for the commencement of the
adjourned General Meeting, the General Meeting will not take
place unless the minimum Shareholders required to demand the
convening of a Special Meeting under Article 1 18.4(a)(1)(iii)
above are present.
18.7 VALIDITY NOTWITHSTANDING DEFECT
(a) Subject to any applicable law, a resolution adopted by the
General Meeting shall be valid and have full force and effect
notwithstanding any defect in the notice, convening, procedure
or conduct of the General Meeting in which it was adopted,
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unless and until such resolution is cancelled by the Court at
the request of a Shareholder, in accordance with the
provisions of Section 91 of the Law.
(b) With respect to a defect in the time, place or manner in which
a General Meeting was convened, a Shareholder who arrived at
that General Meeting despite the defect shall not petition the
court for the cancellation of a resolution adopted at such
General Meeting.
18.8 THE CHAIRMAN OF THE MEETING
(a) A Chairman shall be elected for a General Meeting.
(b) The election of the Chairman of a General Meeting shall take
place at the beginning of the General Meeting, which will be
opened by the Chairman of the Board of Directors or by a
Director which the Board of Directors has empowered therefor.
(c) The Chairman of the General Meeting will not have a casting
vote.
18.9 POSTPONING A GENERAL MEETING
(a) A General Meeting at which a quorum is present may adjourn the
meeting to another time or place to be specified.
(b) At a adjourned General Meeting, the only matters to be
discussed will be those matters on the agenda of the General
Meeting with respect to which no resolutions have been
adopted.
(c) In the event the General Meeting is adjourned for more than 21
(twenty-one) days, the Company shall provide notices of the
adjourned General Meeting in same manner required hereunder
for the convening of a General Meeting.
(d) If at the adjourned General Meeting a quorum is not present
within one half hour from the time set for the commencement of
the meeting, the General Meeting will take place regardless of
the number or aggregate voting power of the Shareholders
present.
18.10 VOTING AT THE GENERAL MEETING
(a) PERSONS ENTITLED TO VOTE AT THE GENERAL MEETING:
(1) Subject to the provisions of the Law and these
Articles, a Shareholder entitled to participate in a
General Meeting may vote at that General Meeting.
(2) No shareholder shall be entitled to vote at a General
Meeting with respect to a specific share, unless he
has paid all calls and all amounts then due by him in
respect of the said share.
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16
(3) With respect to voting for jointly owned shares, the
joint owner whose name first appears in the
Shareholders Register will be entitled to vote; if he
is not present, the joint owner appearing thereafter
who attends the meeting may vote, and so forth.
(4) In the event of disputes with respect to voting
rights, the Chairman of the meeting shall prevail and
his decision shall be final and binding.
(b) VOTING AT GENERAL MEETINGS
(1) Subject to special rights, conditions, privileges
and/or restrictions which may be attached to a
specific class of shares, each holder of share(s)
which entitle their holder to vote, shall have one
vote for each share held by him.
(2) A Shareholder may vote at a General Meeting in person
or by proxy, with respect to each share held by him
which entitles him to vote, in accordance with
Article 18.2(d) above. A shareholder who is entitled
to participate and vote at a General Meeting in
respect of more than one share may vote on a
resolution in one direction (in favor of, against, or
abstain) in respect of any part of his shares, and on
the same resolution, in other directions in respect
of any other part or parts of his shares.
(3) In addition, a Shareholder may vote by way of Proxy
Card in accordance with the provisions of the Law and
the matters specified therein, only if and after the
provisions with respect thereto shall become
effective and binding upon the Company.
(4) Subject to the provisions of the Law and these
Articles, all resolutions at a General Meeting will
be adopted by a count of votes, in which a Majority
of votes cast are in favor of the adoption of the
resolution.
(5) The announcement of the Chairman of the meeting that
a resolution has been adopted or rejected,
unanimously or by a certain majority, will be prima
facie proof thereof.
18.11 MINUTES OF A GENERAL MEETING
(a) The Company will prepare, at the Chairman's responsibility,
minutes of the proceedings at a General Meeting; these minutes
shall be signed by the Chairman of the General Meeting.
(b) Minutes signed by the Chairman of the General Meeting will be
deemed PRIMA FACIE proof of their content.
(c) A Shareholder may review the Register of the minutes of the
General Meeting and receive, upon his request, copies of such
minutes.
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17
19. THE BOARD OF DIRECTORS
19.1 The duties and authorities of the Board of Directors will be as
provided in the Law and in these Articles.
19.2 The number of the members of the Board of Directors shall be as set
from time to time by resolution of the General Meeting, provided that
there will be no fewer than 5 (five) nor more than 10 (ten) Directors
(including the Outside Directors).
19.3 APPOINTMENT OF DIRECTORS
(a) A Director will be appointed by the Annual Meeting and will
serve until the conclusion of the next Annual Meeting. A
Director appointed by a General Meeting shall commence serving
at the conclusion of the General Meeting in which he was
appointed, unless a later date for the commencement of his or
her tenure was specified in the resolution by which he was
appointed.
(b) The Board of Directors may appoint a Director to fill the
place of a Director whose appointment has expired during the
term, and may appoint a Director(s) if the number of Directors
then serving falls below the minimum number specified in
Article 19.2 above. A Director so appointed shall commence his
tenure from the date of his appointment, and will serve until
the end of the next General Meeting following his appointment,
which has on its agenda the appointment of Directors and in
which Directors are appointed; such a Director may be
reappointed by such General Meeting.
(c) In the event that the tenure of a Director expires, or that
the number of Directors then serving shall fall beneath the
minimum number set forth in Article 19.2 above, the Board of
Directors may continue to act, provided that the number of
Directors then serving shall be no fewer than half of said
minimum number of Directors. In the event that the number of
serving Directors shall fall below half of the minimum number
set forth in Article 19.2 above, the Board of Directors shall
act only in an emergency and in order to convene a General
Meeting for the election of Directors.
19.4 A LEGAL ENTITY AS A DIRECTOR
(a) A legal entity may serve as a Director.
(b) A legal entity serving as a Director will appoint an
individual qualified to serve as a Director to act on its
behalf, and may replace him subject to his obligations to the
Company.
(c) The appointment and/or replacement of an individual as
aforesaid shall be effected by written notice to the Company
signed by those persons authorized to sign on behalf of the
appointing legal entity.
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18
(d) The name of the individual will be recorded in the Directors'
Registry as the person serving on behalf of the appointing
legal entity.
(e) The obligations of a Director will apply to the individual
serving on behalf of the appointing legal entity, as well as
to the legal entity Director who appointed him.
19.5 THE EXPIRATION OF THE TERM OF A DIRECTOR
The term of a Director shall expire in any of the following instances
and any other instance provided under the Law:
(a) Upon his death.
(b) If he is found to be non compos mentis.
(c) Upon his resignation.
(d) Upon his removal by a resolution of the General Meeting of the
Company.
(e) In the event he or she has been declared bankrupt; or if a
legal entity - it has adopted a resolution of voluntary
liquidation or winding-up, or a liquidation order has been
issued with respect thereto.
19.6 ALTERNATE DIRECTOR
(a) A Director may appoint, dismiss and/or replace an individual
who is qualified to serve as a director and who is not then a
Director, as an Alternate Director. The appointment,
replacement and/or dismissal of an Alternate Director shall be
by written notice by the appointing Director either to the
Company or to the Chairman of the Board of Directors of the
Company. Upon the expiration or termination of the tenure of
the appointing Director, the tenure of the Alternate Director
appointed by him will also expire.
(b) An Alternate Director will not be entitled to participate or
vote at a meeting of the Board of Directors at which the
appointing Director is present.
(c) An Alternate Director shall have all the rights and
obligations of the appointing Director, excluding the right to
appoint an Alternate Director.
19.7 THE CHAIRMAN OF THE BOARD OF DIRECTORS
(a) The Board of Directors may appoint a Chairman of the Board of
Directors from amongst its members, by a resolution adopted by
a Majority of votes.
(b) The term of office of the Chairman of the Board shall be until
the earlier of the termination of his tenure as a director and
the adoption of a resolution as to the termination of his
office as Chairman.
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19
(c) The Board of Directors may appoint a deputy and/or alternate
Chairman of the Board of Directors.
(d) The Chairman of the Board of Directors shall conduct the
meetings of the Board of Directors and sign the minutes of the
meeting. In the event that the Chairman of the Board of
Directors is not present at a meeting of the Board of
Directors or is unable to fulfill his position, his position
will be filled by the Deputy Chairman of the Board of
Directors (if a Deputy Chairman of the Board of Directors has
been appointed), who shall then have the authority of the
Chairman of the Board of Directors.
(e) If both the Chairman of the Board of Directors and Deputy
Chairman of the Board of Directors (if a Deputy Chairman of
the Board of Directors has been appointed) are absent from a
meeting of the Board of Directors, the Board of Directors
shall appoint at the commencement of the meeting one of its
members to chair the meeting and to sign the minutes of the
meeting.
Neither the Chairman of the Board of Directors nor another
Director appointed to chair a meeting of the Board of
Directors, including the alternate or Deputy Chairman, shall
have an additional or casting vote.
19.8 MEETINGS OF THE BOARD OF DIRECTORS
(a) CONVENING MEETINGS OF THE BOARD OF DIRECTORS AND THEIR
LOCATION
(1) The Board of Directors will convene meetings as
dictated by the needs of the Company, and at least
once every three (3) months.
(2) Each meeting of the Board of Directors shall be held
in the registered Office of the Company, unless the
Board of Directors otherwise resolves. If a meeting
of the Board of Directors shall take place outside of
Israel, the Company will bear travel and other
reasonable expenses of the Directors incurred due to
their participation in the meeting.
(3) The Chairman of the Board of Directors may convene a
meeting of the Board of Directors at any time,
subject to sub-Article (c) below.
(4) The Chairman of the Board of Directors shall convene
a meeting of the Board of Directors without delay
upon the demand of any two Directors, or if the Board
of Directors has at such time five or fewer serving
Directors - upon the demand of one Director.
(b) THE AGENDA AT BOARD MEETINGS
(1) The Agenda of the meetings of the Board of Directors
shall be specified by the Chairman of the Board of
Directors and will include all of the following:
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20
(a) matters specified by the Chairman of the
Board of Directors, if any;
(b) any matter which a Director or the General
Manager has requested that the Chairman of
the Board of Directors include in the Agenda
of that meeting, within a reasonable time
prior to the scheduled meeting of the Board
of Directors;
(c) a matter for the discussion and/or
resolution of which a Director has requested
to convene a meeting of the Board of
Directors;
(2) The Agenda at a meeting of the Board of Directors
which is to be convened, in accordance with the
provisions of the Law, by a Director and/or by the
General Manager and/or by the Auditor, shall include
those matters for discussion and/or resolution of
which said meeting of the Board of Directors has been
convened.
(c) NOTICES OF MEETINGS OF THE BOARD OF DIRECTORS
(1) Notice of the meeting of the Board of Directors shall
be given to each Director orally or in writing, a
reasonable time prior to the time of the meeting but
not less than 48 hours prior to that meeting;
provided, however, that if the Chairman of the Board
of Directors or, in his absence, his Deputy, as the
case may be, has decided that it is necessary to
convene an urgent meeting of the Board of Directors,
even shorter advance notice may be given as
determined by the Chairman of the Board of Directors,
or in his absence by the Deputy, as the case may be.
(2) The time and place at which the meeting will be
convened will be specified in the notice in
reasonable detail, in addition to the items on the
agenda of said meeting.
(3) Notice of the meeting of the Board of Directors shall
be given to each Director at his last address
provided by him to the Company.
(4) Notwithstanding the aforesaid, with the consent of
all of the Directors, a meeting of the Board of
Directors may be convened without any advance notice.
(5) At the meeting of the Board of Directors, only
matters specified on the agenda will be discussed,
unless all of the Directors are present at the
meeting and have agreed to discuss a matter not on
the Agenda.
(d) PARTICIPATION IN MEETINGS OF THE BOARD OF DIRECTORS
(1) Subject to the provisions of the Law and these
Articles, any Director and/or Alternate Director, as
the case may be, may participate in the meetings of
the Board of Directors.
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21
(2) The General Manager may participate in Meetings of
the Board of Directors and so may an Officer or
another person invited to participate by the Chairman
of the Board of Directors, by a Director and/or by
the Board of Directors.
(3) Notwithstanding the above, the Board of Directors
shall be entitled to prevent any person who is not a
Director or an Alternate Director from being present
at meetings of the Board of Directors.
(e) QUORUM
(1) The quorum required to commence a meeting of the
Board of Directors shall be a majority of the members
of the Board of Directors then serving who are not
prevented under the Law from participating in the
meeting, but in no event less than two Directors.
(2) No discussion shall be held at a meeting of the Board
of Directors unless at the beginning of the meeting a
quorum is present.
(3) If within one-half hour from the time set for
commencing the meeting of the Board of Directors, a
quorum is not present, the meeting will be adjourned
to the following day at the same place and at the
same time. If at such adjourned meeting of the Board
of Directors a quorum is not present within a half an
hour from the time set for commencing said adjourned
meeting, the meeting may be held, and resolutions may
be adopted, regardless of the number of participants.
(f) POSTPONING A MEETING OF THE BOARD OF DIRECTORS
(1) At a meeting of the Board of Directors in which a
quorum is present, the Board of Directors may resolve
to adjourn the meeting to another time. At a
adjourned meeting as aforesaid, only those items
which were on the agenda for the original meeting but
with respect to which no resolution was adopted, may
be discussed.
(2) If a meeting of the Board of Directors is adjourned,
the Company shall notify all of those Directors who
were not present at such meeting, of the
postponement.
(3) In the event that a meeting of the Board of Directors
has been adjourned as aforesaid for more than 7
(seven) days, the Company will notify all of the
Directors of the adjourned meeting.
(g) VOTING AND THE ADOPTION OF RESOLUTIONS AT MEETINGS OF THE
BOARD OF DIRECTORS
(1) Each Director shall have 1 (one) vote.
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22
(2) Resolutions of the Board of Directors will be adopted
by a Majority of all of the Directors voting with
respect thereto.
(h) MINUTES OF THE BOARD OF DIRECTORS
(1) The Company shall prepare, at the responsibility of
the Chairman of the Board of Directors, minutes of
all of the procedures of the Board of Directors;
these minutes shall be signed by the Chairman of the
meeting.
(2) Minutes approved and signed by the Chairman of the
Board of Directors or by the Chairman of the meeting
shall be prima facie proof of the contents thereof.
(i) HOLDING MEETINGS OF THE BOARD OF DIRECTORS BY
TELECOMMUNICATIONS
(1) The Board of Directors may hold meetings by any means
of telecommunications, including video or telephone
conference, provided that all of the Directors
participating may hear each other simultaneously.
(2) All participants in a meeting by telecommunications
shall be deemed present at the meeting of the Board
of Directors.
(j) ADOPTING A RESOLUTION OF THE BOARD OF DIRECTORS WITHOUT
MEETING
(1) The Board of Directors may adopt resolutions without
convening a Meeting, providing that all of the
Directors entitled to participate in and vote at the
meeting have agreed thereto.
(2) In the event a resolution has been adopted without
convening as aforesaid, the Chairman of the Board of
Directors, and if there is no Chairman, the Director
who initiated the resolution, shall record the
minutes of such resolution and affix thereto the
signatures of all of the Directors. Those minutes
shall be deemed to be minutes of the Meeting of the
Board of Directors.
(k) VALIDITY NOTWITHSTANDING DEFECT
Subject to any applicable law, a resolution adopted by the
Board of Directors shall be valid and have full force and
effect notwithstanding any defect in the notice, convening,
procedure or conduct of the meeting in which it was adopted.
19.9 COMMITTEES OF THE BOARD OF DIRECTORS
(a) The Board of Directors may establish committees and appoint
members thereto from amongst the members of the Board of
Directors (hereinafter: "Committees of the Board of
Directors").
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23
(b) Subject to the provisions of the Law and these Articles, the
Board of Directors may delegate its authority to Committees of
the Board of Directors and determine the framework of the
authority and the actions of the Committees of the Board of
Directors.
(c) A resolution adopted, or an action taken, by a Committee of
the Board of Directors with respect to a matter which the
Board of Directors has delegated to it, shall be deemed a
resolution adopted or an action taken by the Board of
Directors.
(d) Committees of the Board of Directors shall report to the Board
of Directors regarding their resolutions or recommendations at
their earliest convenience after their adoption.
(e) Procedural provisions applying to the Board of Directors will
also apply to Committees of the Board of Directors, mutatis
mutandis.
(f) Resolutions of the Committees of the Board of Directors shall
be adopted by a Majority of the votes of the Directors
participating in the vote.
(g) Minutes of the Committees of the Board of Directors shall be
prepared, signed and kept in the same manner as minutes of the
Board of Directors, mutatis mutandis.
(h) The Board of Directors may cancel a resolution of a Committee
of the Board of Directors and may revoke the delegation of
authority, in whole or in part, to Committees of the Board of
Directors; provided that any cancellation or revocation as
aforesaid will not derogate from a resolution upon which the
Company has acted in connection with a third party who is not
aware of its cancellation or revocation.
19.10 MISCELLANEOUS
(a) Actions taken by or pursuant to resolutions of the Board of
Directors, by a Committee of the Board of Directors or by any
person serving as a Director shall be valid and effective
notwithstanding that it is subsequently discovered that there
was a defect in the appointment of the Directors or the
aforesaid Committee, or all or part of the Directors were
unqualified, as if each of the Directors had been properly and
legally appointed and all of them were qualified to serve as
Directors, or as if the Committee had been appointed lawfully.
(b) The General Meeting may approve any Action taken by the Board
of Directors without authority or in excess of authority; and
from the time of approval, such approved Action shall be
deemed taken within the authority of the Board of Directors.
(c) The Board of Directors may approve any Action within the scope
of its authority, which was taken by a Committee of the Board
of Directors without authority or in
<PAGE>
24
excess of authority; and from the time of approval, such
approved Action shall be deemed taken within the authority of
the Committee of the Board of Directors.
20. AUDIT COMMITTEE
20.1 The Board of Directors shall appoint from amongst its members an Audit
Committee of at least three members designated by the Board of
Directors, in which each of the Outside Directors shall be a member.
20.2 The duties and authorities of the Audit Committee shall be as provided
in the Law.
21. THE GENERAL MANAGER
21.1 The Company shall appoint one or more General Managers to the Company.
21.2 The General Manager will be appointed and/or dismissed by the Board of
Directors. The Board of Directors shall decide the terms of the General
Manager's employment, provided that if the General Manager is also a
Director, the approval of the terms of his employment shall require the
same procedure as approval of the terms of service of a Director.
21.3 The General Manager shall be responsible for the general management of
the Company's affairs, within the framework of the policies set by the
Board of Directors, and subject to the directives of the Board of
Directors.
21.4 The General Manager shall have all management and executive authorities
of the Company not assigned in these Articles or under the Law to
another organ of the Company.
21.5 The General Manager shall report to the Board of Directors.
21.6 The Board of Directors may direct the General Manager how to act in a
given matter; and should the General Manager fail to execute such a
directive, the Board of Directors may then exercise the authority
required to implement the directive in his stead. Without derogating
from the aforesaid, The Board of Directors may assume any authority
otherwise given to the General Manager, for a specific purpose or for a
specific period of time.
21.7 In the event that the General Manager is unable to exercise his
authority, the Board of Directors may appoint a Director to exercise
such authority in his stead.
22. INTERNAL AUDITOR
22.1 The Board of Directors shall appoint an Internal Auditor, upon the
recommendation of the Audit Committee.
22.2 The Internal Auditor shall report to the Chairman of the Board of
Directors.
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25
22.3 The duties and authorities of the Internal Auditor shall be as provided
in the Law.
23. AUDITOR
23.1 APPOINTMENT OF AN AUDITOR
(a) The Company will appoint a certified accountant to be an
Auditor. The Company may appoint several Auditors to conduct
the audit jointly.
(b) An Auditor will be appointed at each Annual Meeting and will
serve in his position until the end of the following Annual
Meeting, or until a later time determined by the General
Meeting, provided that an Auditor shall serve no longer than
until the end of the third Annual Meeting after the Annual
Meeting in which he was appointed. An Auditor who has
completed a period of appointment as aforesaid may be
reappointed.
(c) In the event the position of Auditor has become vacant and the
Company does not have an additional Auditor, the Board of
Directors shall convene a Special Meeting as soon as possible
to appoint an Auditor.
(d) The position, authorities and duties of the Auditor shall be
as provided in the Law.
24. SECRETARY
24.1 The Board of Directors may appoint a Secretary to the Company, may
dismiss the Secretary and appoint another in his stead, and may
determine the remuneration and terms of service thereof.
24.2 The Secretary will prepare and conduct the minutes, documents, books of
records, registers and reports which the Company must maintain and/or
safe keep and/or submit to the Registrar of Companies or any other
authority, and will fulfill the duties assigned to him by the Board of
Directors. The Secretary of the Company may sign on behalf of the
Company documents and reports to be submitted to the Registrar of
Companies.
25. RIGHTS OF SIGNATURE AND STAMP OF THE COMPANY
25.1 The Board of Directors will determine the stamp and/or seal of the
Company.
25.2 The Board of Directors will designate the persons authorized to sign on
behalf of the Company and the form of signature.
25.3 Without derogating from the aforesaid, documents and/or reports or
notices to the Registrar of Companies may also be signed by the
Secretary.
26. FINANCIAL REPORTS
26.1 The Company will keep books of account and will prepare Financial
Reports as required under any applicable law.
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26
26.2 The Audited Financial Reports will be approved by the Board of
Directors as provided under any applicable law.
27. DIVIDENDS AND BONUS SHARES
27.1 GENERAL
(a) A Shareholder shall be entitled to receive only such dividends
and/or bonus shares as the Company may resolve to distribute,
if any.
(b) The distribution of dividends and the issuance of bonus shares
shall be within the authority of the Board of Directors.
(c) The Shareholders entitled to a dividend and/or bonus shares,
as the case may be, shall be those Shareholders who are
Shareholders at the time of the adoption of the resolution to
distribute such dividend or bonus shares, or at such later
date as may be provided in such resolution (hereinafter: the
"Ex-dividend Date").
(d) Dividends and/or bonus shares distributed by the Company will
be distributed pro rata to the par value of each share.
(e) Notwithstanding the aforesaid, in the event that the Company
has shares with different rights, dividends and/or bonus
shares distributed by the Company will be distributed in
accordance with the rights attached to its shares with respect
to dividend and/or bonus shares.
(f) In the event that a Shareholder has not rendered payment to
the Company in full of the consideration then due to the
Company for the Shares issued to him, he will be entitled to a
dividend and/or bonus shares with respect only to a number of
shares proportionate to the amount paid or credited as of the
Ex-Dividend Date, pro rata temporis, on account of the
consideration then due.
27.2 DISTRIBUTION OF DIVIDENDS
(a) The Company may distribute dividends subject to and in
accordance with the provisions of the Law.
(b) Where a share with respect to which a dividend is to be
distributed is jointly owned, any dividend distributed by the
Company with respect to such jointly-owned share will be paid
to that joint owner whose name appears first in the Share
Registry.
27.3 DISTRIBUTION OF BONUS SHARES
(a) Subject to the provisions of the Law, the Board of Directors
may issue bonus shares.
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27
(b) In the event that bonus shares are distributed, the Company
shall convert to share capital, by resolution of the Board of
Directors, a portion of its profits and/or premium paid to it
on shares and/or from any other source included in its equity
in accordance with the latest Financial Statements, an amount
equal to the par value of the Bonus Shares.
(c) As part of any resolution with respect to the distribution of
Bonus Shares, the Board of Directors will empower a person to
sign the allotment agreement of Bonus Shares on behalf of the
Shareholders.
28. THE OFFICE
28.1 The Company shall maintain a registered office in Israel, to which any
notice to the Company may be submitted (hereinafter: the "Office").
28.2 Subject to Article 28.1 above, the Company may change the address of
the Office, as may be determined from time to time by the Board of
Directors.
29. THE SHAREHOLDERS REGISTER
29.1 The Company will maintain a Shareholders Register and a Material
Shareholders Register in accordance with the Law.
29.2 The Shareholders Register will be prima facie proof of the content
thereof in the case of any conflict between the content of the
Shareholders Register and that of any Share Certificate.
29.3 All reports received by the Company under the Securities Law with
respect to the shareholdings of Material Shareholders will be kept in
the Material Shareholders Register.
29.4 MODIFYING AND AMENDING THE SHAREHOLDERS REGISTER
The Company shall change the registration of ownership of shares in the
Shareholders Register and, where applicable, in the Material
Shareholders Register, in any of the following cases:
(a) The Company has received a Share Transfer Deed in accordance
with Article 16 hereinabove, and the Board of Directors has
not declined to transfer the shares.
(b) It has been proven to the Company that the conditions for
transferring the shares have been fulfilled.
(c) The Board of Directors is convinced that there is an error in
the content of the Shareholders Register.
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28
(d) Any other circumstances constituting sufficient cause, in
accordance with these Articles or the Law, to record a change
in the Shareholders Register, including assignment of the
shares by operation of law.
(e) The Company has received a court order to change the
Shareholders Register.
29.6 ADDITIONAL SHAREHOLDERS REGISTER OUTSIDE ISRAEL
The Company may maintain an additional Shareholders Register outside of
Israel, in which case the Company shall record in its primary
Shareholders' Register the number of shares recorded in the aforesaid
additional Shareholders Register and, if such shares are numbered, the
serial numbers of those shares recorded in said additional Shareholders
Register. Other procedures regarding said additional Shareholders
Register shall be determined by the Board of Directors, to the extent
they are not set forth in the Regulations.
29.7 INSPECTING THE SHAREHOLDERS REGISTER
The Shareholders Register and the Material Shareholders Register shall
be open for inspection by any person.
30. DIRECTORS REGISTER
The Company will maintain a Directors Register, which shall contain a
listing of the names and addresses of the Directors of the Company and
their Alternates, in accordance with the Law.
31. ENCUMBRANCES REGISTER
31.1 The Company will maintain an Encumbrances Register which will include:
(a) Encumbrances placed upon specific assets of the Company.
(b) Floating charges on the Company's enterprise and property.
31.2 The Encumbrances Register will be kept at the Office, together with
copies of any documents creating or placing an encumbrance.
31.3 The Encumbrances Register, together with copies of the documents set
forth in Article 31.2 above, will be open for inspection, free of
charge, by any Shareholder or creditor of the Company.
31.4 The Encumbrances Register will be open for inspection by any person
other than a Shareholder of creditor of the Company, for a fee in such
amount as may be determined by the Company from time to time, provided
however that the amount of such fee shall not exceed the maximum amount
specified in the Regulations..
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29
32. THE REGISTER OF SECURED DEBENTURE HOLDERS
32.1 The Company will maintain a Register of Secured Debenture Holders, in
which the name of each Secured Debenture Holder, the amount of any
Debenture, the interest thereupon, the date of payment thereof and the
encumbrance given as security for the Debenture, will be entered.
32.2 The Debenture Holders Register will be maintained in the Office,
together with a copy of a Debenture from each Series of Debentures
issued by the Company.
32.3 The Debenture Holders Register and copies of Debentures as provided in
32.2 above will be open for inspection by Shareholders and Debenture
Holders; provided, however, that the Board of Directors may resolve to
close same for a period or periods of time not exceeding, in the
aggregate, 30 (thirty) days in each calendar year.
33. NOTICES
33.1 Notices to shareholders and other documents delivered to the
Shareholders registered in the Shareholders Register (hereinafter:
"Notices") shall be delivered to such Shareholders personally, by mail
or facsimile transmission, or by electronic mail, to the address
recorded in the Shareholders Register.
33.2 A Notice delivered personally shall be deemed received by the
Shareholder upon its delivery. A Notice sent by facsimile transmission
or by electronic mail shall be deemed received by the Shareholder on
the business day following the day on which it was sent. A Notice sent
by mail shall be deemed received by a Shareholder whose address is in
Israel 72 hours after its delivery or, if the address of a Shareholder
is outside of Israel, within 120 hours after the Notice is delivered to
a post office in Israel.
