|
Silicom Ltd.
(Registrant)
/s/ Yeshayahu (‘Shaike’) Orbach
Yeshayahu (‘Shaike’) Orbach
DIRECTOR, PRESIDENT AND CHIEF
EXECUTIVE OFFICER
|
Date: May 12, 2022
|
By Order of the Board of Directors
SILICOM LTD.
/s/ Yeshayahu (‘Shaike’) Orbach
Yeshayahu (‘Shaike’) Orbach Director, President and Chief Executive Officer
|
• |
the majority of shares that voted for the approval of the proposal includes at least majority of the shares held by non-controlling and non-interested shareholders voted at the Meeting, (excluding abstaining votes); or
|
• |
the total number of shares of non-controlling and non-interested shareholders that voted against the approval of the proposal does not exceed two percent of the aggregate voting rights in the Company.
|
(1) |
The table above includes the number of shares and options that are exercisable within 60 days of April 15, 2022. Ordinary shares subject to these options are deemed beneficially owned for the purpose of computing the ownership percentage
of the person or group holding these options, but are not deemed outstanding for purposes of computing the ownership percentage of any other person. All the information detailed in this table is as set forth in major shareholders' public
filings, unless stated otherwise.
|
(2) |
As reported on Schedule 13G/A filed by Wellington Management Group LLP, Wellington Group Holdings LLP, Wellington Investment Advisors Holdings LLP and Wellington Management Company LLP with the SEC on April 11, 2022. The securities as to
which the Schedule was filed are owned of record by clients of one or more investment advisers, which are directly or indirectly owned by Wellington Management Group LLP.
|
(3) |
As reported on Schedule 13G/A filed by Systemic Financial Management, LP with the SEC on February 10, 2022.
|
(4) |
As reported on Schedules 13G filed by First Wilshire Securities Management, Inc. with the SEC on February 14, 2022.
|
Nominee
|
Age
|
Principal Occupation
|
Avi Eizenman
|
64
|
Mr. Eizenman co-founded the Company in 1987 and has served as a Director since its inception. Mr. Eizenman also served as our President and Chief Executive Officer from the Company's
inception until April 1, 2001, and on such date, he resigned from his positions as President and Chief Executive Officer and was appointed Active Chairman of the Board of Directors. Before the incorporation of Silicom, Mr. Eizenman held
various engineering and management positions at Scitex Ltd. and at the Electronic Research & Development Department of the Israeli Ministry of Defense. Mr. Eizenman holds a B.Sc. degree, with honors, in Electrical Engineering from the
Technion, and an M.B.A. from Tel Aviv University.
|
Nominee
|
Age
|
Principal Occupation
|
Ilan Erez
|
54
|
Mr. Erez served as a director since July 2010. Mr. Erez has been CFO and General Manager of AlgoSec Inc. since October 2019. AlgoSec is a leading provider of business-driven security
management software. Prior to that, Mr. Erez had been General Manager of 3D Systems Corporation's (NYSE: DDD) Software Business Unit from September 2016 to March 2019 and co-managed that business unit from May 2015 to September 2016. 3D
Systems provides comprehensive 3D products and services, including 3D printers, print materials, on-demand manufacturing services and digital design and manufacturing tools. From 2005 to 2015, Mr. Erez served as Chief Financial Officer of
Cimatron Ltd. (NASDAQ: CIMT) engaged in the design and sale of CAD/CAM software for the tool-making and discrete manufacturing industries. From 1998 to 2005 Mr. Erez served as the Chief Financial Officer of the Company. He also served as VP
Operations of the Company from May 2001 to 2005. From 1996 to 1998 Mr. Erez served as Controller and Assistant to the Chief Executive Officer of Bio-Dar Ltd. From 1994 to 1996 Mr. Erez served as an auditor at Kesselman & Kesselman, a PWC
member firm. Mr. Erez is a Certified Public Accountant in Israel and holds a B.A in Accounting and Economics from the Hebrew University and an LL.M. in Business Law from Bar-Ilan University.
|
Nominee
|
Age
|
Principal Occupation
|
Ayelet Aya Hayak
|
52
|
Ms. Hayak has served as a director since July 1, 2013. Ms. Hayak provides financial consulting services to corporations. Hayak Ayelet was the CEO
of an Automation company, and also serves as a director in several companies. Ms. Hayek holds a BA degree in accounting and business administration from the Tel Aviv College of Management and is also a Certified Public Accountant.
|
• |
the majority of shares voted for the proposal includes at least a majority of the shares held by non-controlling and non-interested shareholders voted at the meeting (excluding abstaining votes); or
|
• |
the total number of shares of non-controlling and non-interested shareholders voted against the proposal does not exceed two percent of the aggregate voting rights in the company.
|
The Board of Directors, with the exception of Mr. Orbach who expresses no recommendation as to the vote on the above proposal, recommends that the shareholders vote
FOR approval of the proposed resolution.
|
• |
the majority of shares voted for the proposal includes at least a majority of the shares held by non-controlling and non-interested shareholders voted at the meeting (excluding abstaining votes); or
|
• |
the total number of shares of non-controlling and non-interested shareholders voted against the proposal does not exceed two percent of the aggregate voting rights in the company.
|
• |
Gross monthly base salary of NIS 70,000
|
• |
Entitlement to the Chief Executive Officer annual bonus upon the terms and in accordance with the formula approved by the Company’s shareholders at the Annual General Meeting held on June 8, 2016 (the “CEO
Bonus”), provided only that Mr. Liron Eisenman will only be entitled to 50% of the applicable CEO Bonus for 2022, as and when determined by our Compensation Committee and Board of Directors (with the remaining portion being payable
to Mr. Orbach).
|
• |
Standard social benefits package applicable to all full-time employees of the Company.
|
• |
Severance/Termination provisions (as more fully set forth in the Severance Agreement, attached to this Proxy as Exhibit C)1:
|
• |
In the event of Mr. Liron Eizenman’s termination for any reason other than “Good Reason” following a
“Change in Control”, the Company shall pay Mr. Liron Eizenman (A) his last full monthly salary multiplied by the number of years and any additional portion thereof that he was employed by the
Company; minus (B) the severance component payable under Mr. Liron Eizenman’s Mangers’ Insurance Policy (the “Severance Component”).
|
• |
Should Mr. Liron Eizenman’s employment be terminated by the Company for any reason other than “Cause” or by Mr. Liron Eizenman for “Good Reason” following a “Change in Control”, the Company shall pay Mr. Liron Eizenman (A) one and half
times his monthly salary multiplied by the number of years and any additional portion thereof that he was employed by the Company; minus (B) the Severance Component.
|
• |
Should Mr. Liron Eizenman’s employment be terminated by reason of death or “Disability”, the Company shall pay him a lump sum severance payment, equal to the balance of the full salary on the effective date of termination (excluding
bonuses) that would have been payable to him had his employment with the Company continued for a period of 12 months following the date of termination.
|
• |
Notice Period for termination (i) for Disability shall be 30 days, (ii) for any reason other than for “Cause”, no less than 12 months, and (iii) for any reason other than “Disability” or “Cause”, following a “Change in Control”, no less
than 18 months.
|
• |
the majority of shares voted for the proposal includes at least a majority of the shares held by non-controlling and non-interested shareholders voted at the meeting (excluding abstaining votes); or
|
• |
the total number of shares of non-controlling and non-interested shareholders voted against the proposal does not exceed two percent of the aggregate voting rights in the company.
|
• |
the majority of shares voted for the proposal includes at least a majority of the shares held by non-controlling and non-interested shareholders voted at the meeting (excluding abstaining votes); or
|
• |
the total number of shares of non-controlling and non-interested shareholders voted against the proposal does not exceed two percent of the aggregate voting rights in the company.
|
• |
Deletion of certain references to External Directors in the current Compensation Policy, reflecting the fact that the Company no longer has External Directors.
|
• |
Increase in the percentage of the annual total compensation package that each Executive (other than non-employee directors) can receive in the form of variable compensation. The maximum value of the variable compensation components shall
not exceed 88% of each Executive's total compensation package on an annual basis.
|
• |
The Board of Directors is authorized to exercise its discretion to reduce or not award any Executive's variable compensation, even where performance targets have been met.
|
(1) |
the education, skills, expertise and achievements of the relevant office holders in the Company in light of the goals of the Company and the contributions of said officers to the development and success of the Company;
|
(2) |
the role and particular position of the office holders, areas of their responsibilities and any previous compensation agreements with them;
|
(3) |
the correlation of the proposed compensation terms of office holders included in the Amended Compensation Policy with the compensation of other employees of the Company, and the possible effect of such differences in compensation on the
employment relations in the Company;
|
(4) |
the possibility of reducing variable compensation at the discretion of the Board and, consideration of a possible maximum value for equity compensation when sold; and
|
(5) |
the terms of severance payment included in the Amended Compensation Policy taking into account the performance and roles and responsibilities of the Company's office holders and the performance of the Company during the office holders'
tenure.
|
• |
the majority of shares voted for the proposal includes at least a majority of the shares held by non-controlling and non-interested shareholders voted at the meeting (excluding abstaining votes); or
|
• |
the total number of shares of non-controlling and non-interested shareholders voted against the proposal does not exceed two percent of the aggregate voting rights in the company.
|
By Order of the Board of Directors
SILICOM LTD.
/s/ Yeshayahu (‘Shaike’) Orbach
Yeshayahu (‘Shaike’) Orbach
DIRECTOR, PRESIDENT AND CHIEF EXECUTIVE OFFICER |
|
Kfar Sava, Israel
Date: May 12, 2022 |
1.
|
COMPANY NAME
|
2.
|
INTERPRETATION
|
|
(a)
|
In these Articles, the following terms shall bear the meanings set forth below, unless inconsistent with the subject or context.
|
|
(b)
|
Defined terms used herein, but not defined, shall have the meaning given them in the Companies Law.
|
|
(c)
|
Unless the subject or the context otherwise requires: words and expressions importing the masculine gender shall include the feminine gender; and words and expressions importing persons shall
include bodies corporate.
|
3.
|
PUBLIC COMPANY; LIMITED LIABILITY AND COMPANY OBJECTIVES
|
|
(a)
|
The Company is a Public Company, as such term is defined in the Companies Law.
|
|
(b)
|
The liability of the Company’s shareholders is limited and, accordingly, the liability of each shareholder for the Company’s obligations shall be limited to the payment of the nominal value
of the shares held by such shareholder, subject to the provisions of these Articles and the Companies Law.
|
|
(c)
|
The Company's objectives are to carry on any business and perform any act which is not prohibited by law. The Company may also make contributions of reasonable sums to worthy purposes even if
such contributions are not made on the basis of business considerations
|
4.
|
SHARE CAPITAL
|
|
(a)
|
The authorized share capital of the Company is one hundred thousand New Israeli Shekels (NIS 100,000) divided into ten million (10,000,000) Ordinary Shares, nominal value NIS 0.01 per share.
|
|
(b)
|
The Ordinary Shares all rank pari passu in all respects.
|
5.
|
INCREASE OF AUTHORIZED SHARE CAPITAL
|
|
(a)
|
The Company may, from time to time, by resolution of its shareholders, whether or not all the shares then authorized have been issued and whether or not all the shares theretofore issued have
been called up for payment, increase its authorized share capital by the creation of new shares. Any such increase shall be in such amount and shall be divided into shares of such nominal amounts, and such shares shall confer such rights and
preferences, and shall be subject to such restrictions, as such resolution shall provide.
|
|
(b)
|
Except to the extent otherwise provided in such resolution, any new shares included in the authorized share capital increased as aforesaid shall be subject to all the provisions of these
Articles which are applicable to shares of the same class included in the existing share capital.
|
6.
|
SPECIAL RIGHTS; MODIFICATION OF RIGHTS
|
|
(a)
|
Subject to the provisions of these Articles, and without prejudice to any special rights previously conferred upon the holders of existing shares in the Company, the Company may, from time to
time, by resolution of its shareholders, provide for shares with such preferred or deferred rights or rights of redemption or other special rights and/or such restrictions, whether in regard to liquidation, dividends, voting, repayment of
share capital or otherwise, as may be stipulated in such resolution provided that any resolution with respect to the issuance of shares will be made only by the Board of Directors.
|
|
(b)
|
(i)
|
If at any time the share capital is divided into different classes of shares, the rights attached to any class, unless otherwise provided by these Articles, may be modified or abrogated by
the Company, by a resolution of the shareholders, subject to the consent in writing of the holders of a majority of the issued shares of such class or the adoption of a resolution passed at a separate General Meeting of the holders of the
shares of such class.
|
|
(ii)
|
The provisions of these Articles relating to General Meetings shall, mutatis mutandis, apply to any separate General Meeting of the holders of the
shares of a particular class, provided, however, that the requisite quorum at any such separate General Meeting shall be two or more members present in person or by proxy and holding not less than thirty three and a third percent (33 1/3%) of
the issued shares of such class.
|
|
(iii)
|
Unless otherwise provided by these Articles, the enlargement of an authorized class of shares, or the issuance of additional shares thereof out of the authorized and unissued share capital,
shall not be deemed, for purposes of this Article 6(b), to modify or abrogate the rights attached to previously issued shares of such class or of any other class.
|
7.
|
CONSOLIDATION, SUBDIVISION, CANCELLATION AND REDUCTION OF SHARE CAPITAL
|
|
(a)
|
The Company may, from time to time, by resolution of its shareholders (subject, however, to the provisions of Article 6(b) hereof and to applicable law):
|
|
(i)
|
consolidate and divide all or part of its issued or un-issued authorized share capital into shares of a per share nominal value which is larger than the per share nominal value of its
existing shares;
|
|
(ii)
|
subdivide its shares (issued or un-issued) or any of them, into shares of smaller nominal value;
|
|
(iii)
|
cancel any shares which, at the date of the adoption of such resolution, have not been taken or agreed to be taken by any person, and diminish the amount of its share capital by the amount of
the shares so canceled; or
|
|
(iv)
|
reduce its share capital in any manner, subject to any consent required by law.
|
|
(b)
|
With respect to any consolidation of issued shares into shares of a larger nominal value per share, and with respect to any other action which may result in fractional shares, the Board of
Directors may settle any difficulty which may arise with regard thereto, as it deems fit, and, in connection with any such consolidation or other action which could result in fractional shares, may, without limiting its aforesaid power:
|
|
(i)
|
determine, as to the holder of shares so consolidated, which issued shares shall be consolidated into a share of a larger nominal value per share;
|
|
(ii)
|
allot, in contemplation of or subsequent to such consolidation or other action, shares or fractional shares sufficient to preclude or remove fractional share holdings;
|
|
(iii)
|
redeem, in the case of redeemable preference shares, and subject to applicable law, such shares or fractional shares sufficient to preclude or remove fractional share holdings; and/or
|
|
(iv)
|
cause the transfer of fractional shares by certain shareholders of the Company to other shareholders thereof so as to most expediently preclude or remove any fractional shareholdings, and
cause the transferees of such fractional shares to pay the transferors thereof the fair value thereof, and the Board of Directors is hereby authorized to act in connection with such transfer, as agent for the transferors and transferees of
any such fractional shares, with full power of substitution, for the purposes of implementing the provisions of this sub-Article 7(b)(iv).
|
8.
|
ISSUANCE OF SHARE CERTIFICATES; REPLACEMENT OF LOST CERTIFICATES
|
|
(a)
|
Share Certificates shall be issued under the corporate seal of the Company and shall bear the signature of one Director, or of any other person or persons so authorized by the Board of
Directors.
|
|
(b)
|
Each shareholder shall be entitled to one or several numbered certificates for all the shares of any class registered in his name, each for one or more of such shares. Each certificate shall
specify the serial numbers of the shares represented thereby and may also specify the amount paid up thereon.
|
|
(c)
|
A share certificate registered in the names of two or more persons shall be delivered to the person first named in the Shareholder Register in respect of such co-ownership.
|
|
(d)
|
A share certificate which has been defaced, lost or destroyed, may be replaced, and the Company shall issue a new certificate to replace such defaced, lost or destroyed certificate upon
payment of such fee, and upon the furnishing of such evidence of ownership and such indemnity, as the Board of Directors in its discretion deems fit.
|
9.
|
REGISTERED HOLDER
|
10.
|
ALLOTMENT OF SHARES
|
11.
|
PAYMENT IN INSTALLMENTS
|
12.
|
CALLS ON SHARES
|
|
(a)
|
The Board of Directors may, from time to time, as it, in its discretion, deems fit, make calls for payment upon shareholders in respect of any sum which has not been paid up in respect of
shares held by such shareholders and which is not pursuant to the terms of allotment or issue of such shares or otherwise, payable at a fixed time, and each shareholder shall pay the amount of every call so made upon him or her (and of each
installment thereof if the same is payable in installments), to the Company at the time(s) and place(s) designated by the Board of Directors, as any such time(s) may be thereafter extended or place(s) changed. Unless otherwise stipulated in
the resolution of the Board of Directors (and in the notice hereafter referred to), each payment in response to a call shall be deemed to constitute a pro rata payment on account of all the shares in
respect of which such call was made.
|
|
(b)
|
Notice of any call for payment by a shareholder shall be given in writing to such shareholder not less than fourteen (14) days prior to the time of payment fixed in such notice, and shall
specify the time and place of payment. Prior to the time for any such payment fixed in a notice of a call given to a shareholder, the Board of Directors may in its absolute discretion, by notice in writing to such member, revoke such call in
whole or in part, extend the time fixed for payment thereof, or designate a different place of payment. In the event of a call payable in installments, only one notice thereof need be given.
|
|
(c)
|
If pursuant to the terms of allotment or issue of a share or otherwise, an amount is made payable at a fixed time (whether on account of such share or by way of premium), such amount shall be
payable at such time as if it were payable by virtue of a call made by the Board of Directors and for which notice was given in accordance with paragraphs (a) and (b) of this Article 12, and the provisions of these Articles with regard to
calls (and the non-payment thereof) shall be applicable to such amount (and the non-payment thereof).
|
|
(d)
|
Joint holders of a share shall be jointly and severally liable to pay all calls for payment in respect of such share and all interest payable thereon.
|
|
(e)
|
Any amount called for payment which is not paid when due shall bear interest from the date fixed for payment until actual payment thereof, at such rate (not exceeding the then prevailing
debitory rate charged by leading commercial banks in Israel), and payable at such time(s) as the Board of Directors may prescribe.
|
|
(f)
|
Upon the allotment of shares, the Board of Directors may provide for differences among the allottees of such shares as to the amounts and times for payment of calls in respect of such shares.
|
13.
|
PREPAYMENT
|
14.
|
FORFEITURE AND SURRENDER
|
|
(a)
|
If any shareholder fails to pay an amount payable by virtue of a call, or interest thereon as provided for in accordance herewith, on or before the day fixed for payment of the same, the
Board of Directors may at any time after the day fixed for such payment, so long as such amount (or any portion thereof) or interest thereon (or any portion thereof) remains unpaid, resolve to forfeit all or any of the shares in respect of
which such payment was called for. All expenses incurred by the Company in attempting to collect any such amount or interest thereon, including, without limitation, attorney’s fees and costs of legal proceedings, shall be added to, and shall,
for all purposes (including the accrual of interest thereon), constitute a part of, the amount payable to the Company in respect of such call.
|
|
(b)
|
Upon the adoption of a resolution as to the forfeiture of a shareholder’s share, the Board of Directors shall cause notice thereof to be given to such shareholder, which notice shall state
that, in the event of the failure to pay the entire amount so payable by a date specified in the notice (which date shall be not less than fourteen (14) days after the date such notice is given and which may be extended by the Board of
Directors), such shares shall be ipso facto forfeited, provided, however, that, prior to such date, the Board of Directors may nullify such resolution of forfeiture, but no such nullification shall
prevent the Board of Directors from adopting a further resolution of forfeiture in respect of the non-payment of the same amount.
|
|
(c)
|
Without derogating from Articles 54 and 59 hereof, whenever shares are forfeited as herein provided, all dividends, if any, theretofore declared in respect thereof and not actually paid shall
be deemed to have been forfeited at the same time.
|
|
(d)
|
The Company, by resolution of the Board of Directors, may accept the voluntary surrender of any share not fully paid for.
|
|
(e)
|
Any share forfeited or surrendered as provided herein, shall become the property of the Company, and the same, subject to the provisions of these Articles, may be sold, re-allotted or
otherwise disposed of as the Board of Directors deems fit.
|
|
(f)
|
Any shareholder whose shares have been forfeited or surrendered shall cease to be a shareholder in respect of the forfeited or surrendered shares, but shall, notwithstanding, be liable to
pay, and shall forthwith pay, to the Company, all calls, interest and expenses owing upon or in respect of such shares at the time of forfeiture or surrender, together with interest thereon from the time of forfeiture or surrender until
actual payment, at the rate prescribed in Article 12(e) above, and the Board of Directors, in its discretion, may, but shall not be obligated to, enforce the payment of such moneys, or any part thereof. In the event of such forfeiture or
surrender, the Company, by resolution of the Board of Directors, may accelerate the date(s) of payment of any or all amounts then owing to the Company by the shareholder in question (but not yet due) in respect of all shares owned by such
shareholder, solely or jointly with another.
|
|
(g)
|
The Board of Directors may at any time, before any share so forfeited or surrendered shall have been sold, re-allotted or otherwise disposed of, nullify the forfeiture or surrender on such
conditions as it deems fit, but no such nullification shall prevent the Board of Directors from re-exercising its powers of forfeiture pursuant to this Article 14.
|
15.
|
LIEN
|
|
(a)
|
Except to the extent the same may be waived or subordinated in writing, the Company shall have a first and paramount lien upon all the shares registered in the name of each shareholder
(without regard to any equitable or other claim or interest in such shares on the part of any other person), and upon the proceeds of the sale thereof, for his debts, liabilities and engagements to the Company arising from any amount payable
by such shareholder in respect of any unpaid or partly paid share, whether or not such debt, liability or engagement has matured. Such lien shall extend to all dividends from time to time declared or paid in respect of such share. Unless
otherwise provided, the registration by the Company of a transfer of shares shall be deemed to be a waiver on the part of the Company of the lien (if any) existing on such shares immediately prior to such transfer.
|
|
(b)
|
The Board of Directors may cause the Company to sell a share subject to such a lien when the debt, liability or engagement giving rise to such lien has matured, in such manner as the Board of
Directors deems fit, but no such sale shall be made unless such debt, liability or engagement has not been satisfied within fourteen (14) days after written notice of the intention to sell shall have been served on such shareholder, his
executors or administrators.
|
|
(c)
|
The net proceeds of any such sale, after payment of the costs thereof, shall be applied in or toward satisfaction of the debts, liabilities or engagements of such member in respect of such
share (whether or not the same have matured), and the residue (if any) shall be paid to the shareholder, his executors, administrators or assigns.
|
16.
|
SALE AFTER FORFEITURE OR SURRENDER OR IN ENFORCEMENT OF LIEN
|
17.
|
REDEEMABLE SHARES
|
18.
|
REGISTRATION OF TRANSFER
|
|
(a)
|
No transfer of shares shall be registered unless a proper writing or instrument of transfer (in any customary form or any other form satisfactory to the Board of Directors) has been submitted
to the Company (or its transfer agent), together with the share certificate(s) and such other evidence of title as the Board of Directors may reasonably require. Until the transferee has been registered in the Shareholder Register (or with
the transfer agent) in respect of the shares so transferred, the Company may continue to regard the transferor as the owner thereof. The Board of Directors, may, from time to time, prescribe a fee for the registration of a transfer.
|
|
(b)
|
The Board of Directors may, in its discretion to the extent it deems necessary, close the Shareholder Register for registrations of transfers of shares during any year for a period determined
by the Board of Directors, and no registrations of transfers of shares shall be made by the Company during any such period during which the Shareholder Register is so closed.
|
19.
|
RECORD DATE FOR NOTICES OF GENERAL MEETINGS AND OTHER ACTION
|
|
(a)
|
Notwithstanding any provision of these Articles to the contrary, and to allow the Company to determine the shareholders entitled to notice of, or to vote at, any Annual or Extraordinary
General Meeting or any adjournment thereof, or to express consent to or dissent from any corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or
entitled to exercise any rights in respect of, or to take or be the subject to, any other action, the Board of Directors may fix, a record date, which shall not be more than forty (40) days, or any longer period required under the Companies
Law, nor less than four (4) days, or any longer period required under the Companies Law, before the date of such meeting or other action. A determination of shareholders of record entitled to notice of or to vote at a meeting shall apply to
any adjournment of the meeting: provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.
|
|
(b)
|
Any shareholder or shareholders of the Company holding, at least (i) five percent (5%) of the issued share capital of the Company and one percent (1%) of the voting rights in the issued share
capital of the Company or (ii) five percent (5%) of the voting rights in the issued share capital of the Company, may, pursuant to the Companies Law, request that the Board of Directors include a subject in the agenda of a General Meeting to
be held in the future. Any such request must be in writing, must include all information related to subject matter and the reason that such subject is proposed to be brought before the General Meeting and must be signed by the shareholder or
shareholders making such request. In addition, subject to the Companies Law and the provisions of Article 39, the Board of Directors may include such subject in the agenda of a General Meeting only if the request has been delivered to the
Secretary of the Company not later than sixty (60) days and not more than one hundred and twenty (120) days prior to the General Meeting in which the subject is to be considered by the shareholders of the Company. Each such request shall also
set forth: (a) the name and address of the shareholder making the request; (b) a representation that the shareholder is a holder of record of shares of the Company entitled to vote at such meeting and intends to appear in person or by proxy
at the meeting; (c) a description of all arrangements or understandings between the shareholder and any other person or persons (naming such person or persons) in connection with the subject which is requested to be included in the agenda;
and (d) a declaration that all the information that is required under the Companies Law and any other applicable law to be provided to the Company in connection with such subject, if any, has been provided. Furthermore, the Board of
Directors, may, in its discretion to the extent it deems necessary, request that the shareholders making the request provide additional information necessary so as to include a subject in the agenda of a General Meeting, as the Board of
Directors may reasonably require.
|
20.
|
DECEDENTS’ SHARES
|
|
(a)
|
In case of death of a registered holder of a share registered in the names of two or more holders, the Company may recognize the survivor(s) as the sole owner(s) thereof unless and until the
provisions of Article 20(b) have been effectively invoked.
|
|
(b)
|
Any person becoming entitled to a share in consequence of the death of any shareholder, upon producing evidence of the grant of probate or letters of administration or declaration of
succession (or such other evidence as the Board of Directors may reasonably deem sufficient), shall be registered as a shareholder in respect of such share, or may, subject to the regulations as to transfer herein contained, transfer such
share.
|
21.
|
RECEIVERS AND LIQUIDATORS
|
|
(a)
|
The Company may recognize any receiver, liquidator or similar official appointed to wind-up, dissolve or otherwise liquidate a corporate shareholder, and a trustee, manager, receiver,
liquidator or similar official appointed in bankruptcy or in connection with the reorganization of, or similar proceeding with respect to a shareholder or its properties, as being entitled to the shares registered in the name of such member.
|
|
(b)
|
Such receiver, liquidator or similar official appointed to wind-up, dissolve or otherwise liquidate a corporate shareholder and such trustee, manager, receiver, liquidator or similar official
appointed in bankruptcy or in connection with the reorganization of, or similar proceedings with respect to a shareholder or its properties, upon producing such evidence as the Board of Directors may deem sufficient as to his authority to act
in such capacity or under this Article, shall with the consent of the Board of Directors (which the Board of Directors may grant or refuse in its absolute discretion), be registered as a shareholder in respect of such shares, or may, subject
to the regulations as to transfer herein contained, transfer such shares.
|
22.
|
ANNUAL GENERAL MEETING
|
|
(a)
|
An Annual General Meeting shall be held once in every calendar year at such time (within a period of not more than fifteen (15) months after the last preceding Annual General Meeting) and at
such place, either within or without the State of Israel, as may be determined by the Board of Directors.
|
|
(b)
|
Subject to the provisions of these Articles, the function of the Annual General Meeting shall be to elect the members of the Board of Directors; to receive the financial statements; to
appoint the Company’s auditors and to fix their remuneration and to transact any other business which, in accordance with these Articles or the Companies Law, are to be transacted at a General Meeting.
|
23.
|
EXTRAORDINARY GENERAL MEETINGS
|
24.
|
NOTICE OF GENERAL MEETINGS; OMISSION TO GIVE NOTICE
|
|
(a)
|
Not less than twenty-one (21) days’ prior notice, or thirty-five (35) days’ prior notice to the extent required under regulations promulgated under the Companies Law, shall be given of every
General Meeting. Each such notice shall specify the place and the day and hour of the meeting and the general nature of each item to be acted upon thereat, said notice to be given to all members who would be entitled to attend and vote at
such meeting. Anything therein to the contrary notwithstanding, with the consent of all members entitled to vote thereon, a resolution may be proposed and passed at such meeting although a lesser notice than hereinabove prescribed has been
given.
|
|
(b)
|
The accidental omission to give notice of a meeting to any member, or the non-receipt of notice sent to such member, shall not invalidate the proceedings at such meeting.
|
|
(c)
|
Notwithstanding anything to the contrary in this Article 24, and subject to any applicable stock exchange rules or regulations, notice of a General Meeting need not be delivered to
shareholders, and notice by the Company of such General Meeting that is published in two daily newspapers in Israel shall be deemed to have been duly given on the date of such publication to any shareholder whose address, as listed in the
Register of Shareholders (or as designated in writing for the receipt of notices and other documents), is located in the State of Israel, and notice by the Company of a General Meeting which is published in one daily newspaper in New York,
New York, USA or in one international wire service, shall be deemed to have been duly given on the date of such publication to any shareholder whose address, as registered in the Register of Shareholders (or as designated in writing for the
receipt of notices and other documents), is located outside of Israel.
|
25.
|
MANNER OF MEETING
|
|
(a)
|
participate in the business for which the meeting has been convened;
|
|
(b)
|
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(s); and
|
|
(c)
|
be heard by all other persons so present in the same way.
|
26.
|
QUORUM
|
|
(a)
|
No business shall be transacted at a General Meeting, or at any adjournment thereof, unless the quorum required under these Articles for such General Meeting or such adjourned meeting, as the
case may be, is present when the meeting proceeds to business.
|
|
(b)
|
In the absence of contrary provisions in these Articles, two or more shareholders (not in default in payment of any sum referred to in Article 32(a) hereof), present in person or by proxy and
holding shares conferring in the aggregate more than thirty three and a third (33 1/3 %) percent of the voting power of the Company, shall constitute a quorum of General Meetings.
|
|
(c)
|
If within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if convened upon requisition under Sections 64 or 65 of the Companies Law, shall be
dissolved, but in any other case it shall be adjourned to the same day in the next week, at the same time and place, or to such day and at such time and place as the Chairman may determine. No business shall be transacted at any adjourned
meeting except business which might lawfully have been transacted at the meeting as originally called.
|
|
(d)
|
The Board of Directors may determine, in its discretion, the matters that may be voted upon at the meeting by proxy or written ballot in addition to the matters listed in Section 87(a) to the
Companies Law.
|
27.
|
CHAIRMAN
|
28.
|
ADOPTION OF RESOLUTIONS AT GENERAL MEETINGS
|
|
(a)
|
A resolution, including a resolution to amend these Articles, shall be deemed adopted if approved by the holders of a majority of the voting power represented at the meeting in person or by
proxy or by written ballot and voting thereon.
|
|
(b)
|
Every question submitted to a General Meeting shall be decided by a show of hands, but the Chairman of the Meeting may determine that a resolution shall be decided by a written ballot. A
written ballot may be implemented before the proposed resolution is voted upon or immediately after the declaration by the Chairman of the results of the vote by a show of hands. If a vote by written ballot is taken after such declaration,
the results of the vote by a show of hands shall be of no effect, and the proposed resolution shall be decided by such written ballot.
|
|
(c)
|
A declaration by the Chairman of the meeting that a resolution has been carried unanimously, or carried by a particular majority, or lost, and an entry to that effect in the minute book of
the Company, shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favor of or against such resolution.
|
|
(d)
|
Notwithstanding any of the other provisions of these Articles, any resolution to consummate a Merger, as defined in Section 1 of the Companies Law, shall require the approval of the holders
of a majority of the voting power of the Company. For the avoidance of doubt, any amendment to this Article 28(d) shall require the approval of the holders of a majority of the voting power of the Company.
|
29.
|
RESOLUTIONS IN WRITING
|
30.
|
POWER TO ADJOURN
|
|
(a)
|
The Chairman of a General Meeting at which a quorum is present may, with the consent of the holders of a majority of the voting power represented in person or by proxy and voting on the
question of adjournment (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting except business which might lawfully have been
transacted at the meeting as originally called.
|
|
(b)
|
It shall not be necessary to give notice of an adjournment, whether pursuant to Article 26(c) or Article 30(a), unless the meeting is adjourned for twenty-one (21) days or more in which event
notice thereof shall be given in the manner required for the meeting as originally called.
|
31.
|
VOTING POWER
|
32.
|
VOTING RIGHTS
|
|
(a)
|
No shareholder shall be entitled to vote at any General Meeting (or be counted as a part of the quorum thereat), unless all calls and other sums then payable by him in respect of his shares
in the Company have been paid, but this Article 32(a) shall not apply to separate General Meetings of the holders of a particular class of shares pursuant to Article 6(b).
|
|
(b)
|
A company or other corporate body being a shareholder of the Company may duly authorize any person to be its representative at any meeting of the Company or to execute or deliver a proxy on
its behalf. Any person so authorized shall be entitled to exercise on behalf of such shareholder all the power which the latter could have exercised if it were an individual shareholder. Upon the request of the Chairman of the meeting,
written evidence of such authorization (in form acceptable to the Chairman) shall be delivered to him.
|
|
(c)
|
Any shareholder entitled to vote may vote either in person or by proxy (who need not be a shareholder of the Company), or, if the shareholder is a company or other corporate body, by a
representative authorized pursuant to Article 32(b).
|
|
(d)
|
If two or more persons are registered as joint holders of any share, the vote of the senior who tenders a vote, in person or by proxy, shall be accepted to the exclusion of the vote(s) of the
other joint holder(s). For the purpose of this Article 32(d), seniority shall be determined by the order of registration of the joint holders in the Shareholder Register.
|
33.
|
INSTRUMENT OF APPOINTMENTS
|
|
(a)
|
An instrument appointing a proxy shall be in writing and shall be substantially in the following form:
|
|
or in any usual or common form or in such other form as may be approved by the Board of Directors, including appointment by telephone, Internet or any other electronic means. Such proxy shall
be duly signed by the Appointor or such person’s duly authorized attorney or, if such Appointor is a company or other corporate body, under its common seal or stamp or the hand of its duly authorized agent(s) or attorney(s).
|
|
(b)
|
The instrument appointing a proxy (and the power of attorney or other authority, if any, under which such instrument has been signed) shall either be presented to the Chairman at the meeting
at which the person named in the instrument proposes to vote or be delivered to the Company (at its Registered Office, at its principal place of business, or at the offices of its registrar or transfer agent, or at such place as the Board of
Directors may specify) not less than two (2) hours before the time fixed for such meeting, except that the instrument shall be delivered (i) twenty-four (24) hours before the time fixed for the meeting where the meeting is to be held in the
United States of America and the instrument is delivered to the Company at its Registered Office or principal place of business, or (ii) forty-eight (48) hours before the time fixed for the meeting where the meeting is to be held outside of
the United States of America and Israel and the instrument is delivered to the Company’s registrar or transfer agent. Notwithstanding the above, the Chairman shall have the right to waive the time requirement provided above with respect to
all instruments of proxies and to accept any and all instruments of proxy received prior to the beginning of a General Meeting.
|
34.
|
EFFECT OF DEATH OF APPOINTOR OR TRANSFER OF SHARE OR REVOCATION OF APPOINTMENT
|
|
(a)
|
A vote cast in accordance with an instrument appointing a proxy shall be valid notwithstanding the prior death or bankruptcy of the appointing member (or of his attorney-in-fact, if any, who
signed such instrument), or the transfer of the share in respect of which the vote is cast, unless written notice of such matters shall have been received by the Company or by the Chairman of such meeting prior to such vote being cast.
|
|
(b)
|
An instrument appointing a proxy shall be deemed revoked (i) upon receipt by the Company or the Chairman, subsequent to receipt by the Company of such instrument, of written notice signed by
the person signing such instrument or by the member appointing such proxy canceling the appointment thereunder (or the authority pursuant to which such instrument was signed) or of an instrument appointing a different proxy (and such other
documents, if any, required under Article 33(b) for such new appointment), provided such notice of cancellation or instrument appointing a different proxy were so received at the place and within the time for delivery of the instrument
revoked thereby as referred to in Article 33(b) hereof, or (ii) if the appointing shareholder is present in person at the meeting for which such instrument of proxy was delivered, upon receipt by the Chairman of such meeting of written notice
from such member of the revocation of such appointment, or if and when such shareholder votes at such meeting. A vote cast in accordance with an instrument appointing a proxy shall be valid notwithstanding the revocation or purported
cancellation of the appointment, or the presence in person or vote of the appointing shareholder at a meeting for which it was rendered, unless such instrument of appointment was deemed revoked in accordance with the foregoing provisions of
this Article 34(b) at or prior to the time such vote was cast.
|
35.
|
POWERS OF BOARD OF DIRECTORS
|
|
(a)
|
General. The management of the business of the Company shall be vested in the Board of Directors, which may exercise all such powers and do all such acts and things as the Company is
authorized to exercise and do, and are not by these Articles or by law required to be exercised or done by the Company by action of its shareholders at a General Meeting. The authority conferred on the Board of Directors by this Article 35
shall be subject to the provisions of the Companies Law, these Articles and any regulation or resolution consistent with these Articles adopted from time to time by the Company by action of its shareholders at a General Meeting, provided,
however, that no such regulation or resolution shall invalidate any prior act done by or pursuant to a decision of the Board of Directors which would have been valid if such regulation or resolution had not been adopted.
|
|
(b)
|
Borrowing Power. The Board of Directors may from time to time, at its discretion, cause the Company to borrow or secure the payment of any sum or sums of money for the purposes of the
Company, and may secure or provide for the repayment of such sum or sums in such manner, at such times and upon such terms and conditions as it deems fit, and, in particular, by the issuance of bonds, perpetual or redeemable debentures,
debenture stock, or any mortgages, charges, or other securities on the undertaking or the whole or any part of the property of the Company, both present and future, including its uncalled or called but unpaid capital for the time being.
|
|
(c)
|
Reserves. The Board of Directors 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) which the Board of Directors,
in its absolute discretion, shall deem fit, including without limitation, capitalization and distribution of bonus shares, 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 of Directors may from time to time think fit.
|
36.
|
EXERCISE OF POWERS OF BOARD OF DIRECTORS
|
|
(a)
|
A meeting of the Board of Directors at which a quorum is present shall be competent to exercise all the authorities, powers and discretion vested in or exercisable by the Board of Directors,
whether in person or by any other means by which the Directors may hear each other simultaneously.
|
|
(b)
|
A resolution proposed at any meeting of the Board of Directors shall be deemed adopted if approved by a majority of the Directors present when such resolution is put to a vote and voting
thereon.
|
|
(c)
|
The Board of Directors may adopt resolutions without holding a meeting of the Board of Directors, provided that all of the Directors then in office and lawfully entitled to vote thereon shall
have agreed to vote on the matters underlying such resolutions without convening a meeting of the Board of Directors. If the Board of Directors adopts resolutions as set forth in the immediately preceding sentence, minutes including such
resolutions, including a resolution to vote on such matters without convening a meeting of the Board of Directors, shall be prepared and the Chairman of the Board of Directors (or in his or her absence the Co-Chairman) will sign such minutes.
|
37.
|
DELEGATION OF POWERS
|
|
(a)
|
The Board of Directors may, subject to the provisions of the Companies Law, delegate any or all of its powers to committees, each consisting of one or more persons (who are Directors), 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 of Directors”), shall, in the exercise of the powers so
delegated, conform to any regulations imposed on it by the Board of Directors. The meetings and proceedings of any such Committee of the Board of Directors shall, mutatis mutandis, be governed by the
provisions herein contained for regulating the meetings of the Board of Directors, so far as not superseded by any regulations adopted by the Board of Directors under this Article. Unless otherwise expressly provided by the Board of Directors
in delegating powers to a Committee of the Board of Directors, such Committee shall not be empowered to further delegate such powers.
|
|
(b)
|
Without derogating from the provisions of Article 51, the Board of Directors may from time to time appoint a Secretary to the Company, as well as officers, agents, employees and independent
contractors, as the Board of Directors deems fit, and may terminate the service of any such person. The Board of Directors may, subject to the provisions of the Companies 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 deems fit.
|
|
(c)
|
The Board of Directors 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 deems 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 of Directors deems fit, and may also authorize any such attorney to delegate all or any of the powers, authorities and discretion vested in him.
|
38.
|
NUMBER OF DIRECTORS
|
39.
|
ELECTION AND REMOVAL OF DIRECTORS
|
|
(a)
|
Directors shall be elected at the Annual General Meeting or an Extraordinary Meeting of the Company by the vote of the holders of a majority of the voting power represented at such meeting in
person or by proxy and voting on the election of directors.
|
|
(b)
|
The Annual General Meeting or Extraordinary Meeting shall be entitled to elect, in the manner and for the periods of time which are set forth below in this Article 39, Directors, who shall be divided into three
groups. Each of the groups shall be as nearly equal in number as possible, including but not limited to a decrease or increase in the number of maximum Directors in the Board of Directors, but under no circumstance shall a decrease in the
number of Directors in service affect the term of a serving Director.
|
|
(c)
|
At each Annual General Meeting, including the Annual General Meeting convening in 2016 (the "2016 Meeting"), at which the Directors shall be elected
pursuant to the provisions of this Article, the Directors shall be elected for various periods of time, as follows:
|
|
(i)
|
At the 2016 Meeting, Directors who are members of the first group shall be elected to serve in office on a continuous basis for a three-year term, until the Annual General Meeting which shall
take place in 2019 and until their respective successors are duly elected;
|
|
(ii)
|
At the 2016 Meeting, Directors who are members of the second group shall be elected to serve in office on a continuous basis for a one-year term, until the Annual General Meeting which shall
take place in 2017 and until their respective successors are duly elected; and
|
|
(iii)
|
At the 2016 Meeting, Directors who are members of the third group shall be elected to serve in office on a continuous basis for a two-year term, until the Annual General Meeting which shall
take place in 2018 and until their respective successors are duly elected.
|
|
(iv)
|
At each Annual General Meeting following the 2016 Meeting, the Annual General Meeting shall be entitled to elect Directors, who shall be elected for a three-year term to replace the Directors
whose term in office has expired as of that Annual General Meeting, and so on ad infinitum, so that the Directors who shall be elected as stated above shall serve for three-year terms, and so that,
each year, the term in office of one of the groups of Directors shall expire.
|
(v)
|
Notwithstanding Article 39(c)(iv), at the first General Meeting of the Company to take place in 2022, one member of the first group shall be elected to serve in office on a continuous
basis for a two-year term until the Annual General Meeting which shall take place in 2024 and until their respective successor is duly elected.
|
|
(d)
|
Subject to and in accordance with the Board Election Mechanism, nominations for the election of Directors may be made by the Board of Directors or a committee appointed by the Board of
Directors or by any shareholder holding at least (i) five percent (5%) of the share capital in the Company and one percent (1%) of the outstanding voting power in the Company or (ii) five percent (5%) of the outstanding voting power in the
Company. However, and without limitation of Sections 63 or 64 of the Companies Law, any such shareholder may nominate one or more persons for election as Directors at a General Meeting only if a written notice of such shareholder’s intent to
make such nomination or nominations has been given to the Secretary of the Company not later than (i) with respect to an election to be held at an Annual General Meeting of shareholders, ninety (90) days prior to the anniversary date of the
immediately preceding annual meeting, and (ii) with respect to an election to be held at a Extraordinary General Meeting of shareholders for the election of Directors, at least ninety (90) days prior to the date of such meeting. Each such
notice shall set forth: (a) the name and address of the shareholder who intends to make the nomination and of the person or persons to be nominated; (b) a representation that the shareholder is a holder of record of shares of the Company
entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (c) a description of all arrangements or understandings between the shareholder and each
nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the shareholder; and (d) the consent of each nominee to serve as a Director of the Company if so elected
and a declaration signed by each of the nominees declaring that there is no limitation under the Companies Law for the appointment of such a nominee and that all the information that is required under the Companies Law to provided to the
Company in connection with such an appointment has been provided. The Chairman of the meeting may refuse to acknowledge the nomination of any person not made in compliance with the foregoing procedure.
|
|
(e)
|
The office of a Director shall be vacated, ipso facto, and the shareholders shall be able to cause a Director to vacate his office, only upon the
occurrence of one of the following events: (i) his or her death; (ii) if he or she be found lunatic or become of unsound mind; or if he or she (iii) (a) was convicted in an offense under the circumstances listed in subsection 228(a)(2) of the
Companies Law, (b) was subject to an enforcement procedure under the circumstances listed in subsection 228(a)(2A) of the Companies Law, (c) was subject to a court order ordering his or her cessation of service as a Director in the Company
under the circumstances listed in subsection 228(a)(3) of the Companies Law, (d) becomes bankrupt, and if the Director is a company, in the event of its liquidation or winding up under the circumstances listed in subsection 228 (a)(4) of the
Companies Law, or (e) he or she cease meeting one or more of the qualification requirements for service as a director under the circumstances listed in subsection 228(a)(5) of the Companies Law.
|
|
(f)
|
In the event of any contradiction between the provisions of this Article 39 and the provisions of the Companies Law relating to the election and term of External Directors, the applicable
provisions of the Companies Law shall govern, and the External Directors shall be elected and hold office in accordance with the provisions of the Companies Law.
|
40.
|
QUALIFICATION OF DIRECTORS
|
41.
|
CONTINUING DIRECTORS IN THE EVENT OF VACANCIES
|
42.
|
VACATION OF OFFICE
|
|
(a)
|
The office of a Director may also be vacated by the written resignation of the Director, in accordance with Section 231 of the Companies Law. Such resignation shall become effective on the
date fixed therein, or upon the delivery thereof to the Company, whichever is later. Such written resignation shall include the reasons that lead the Director to resign from his office.
|
43.
|
REMUNERATION OF DIRECTORS
|
44.
|
CONFLICT OF INTEREST
|
45.
|
ALTERNATE DIRECTORS
|
|
(a)
|
Subject to the provisions of the Companies Law and subject to the approval of the Board of Directors, a Director may appoint an alternate (in these Articles referred to an: “Alternate
Director”). A person that is not qualified to serve as a Director or a person that is serving as a Director or Alternate Director shall not be appointed to serve as an Alternate Director.
|
|
(b)
|
An Alternate Director shall be deemed for all intents and purposes as the Director which appointed him as his alternate, and he shall be entitled to be present at meetings of the Board of
Directors and/or Committees of the Board of Directors, to participate and vote thereat, as was the Director that appointed him was entitled.
|
|
(c)
|
A Director that appointed an Alternate Director may, subject to the provisions of the Companies Law, cancel the appointment at any time. Furthermore, the office of an Alternate Director shall
be vacated, whenever the office of the Director that appointed him ceases to serve as a Director of the Company.
|
|
(d)
|
Any appointment of an Alternate Director or cancellation of the appointment, as aforementioned, shall be done by written notice which shall be delivered to the Alternate Director and to the
Company, and shall come into force after delivery of the letter of appointment or cancellation as aforesaid, or on the date specified in the letter of appointment or letter of cancellation, whichever the later.
|
46.
|
MEETINGS
|
|
(a)
|
The Board of Directors may meet and adjourn its meetings and otherwise regulate such meetings and proceedings as the Directors think fit.
|
|
(b)
|
Any Director may at any time, and the Secretary, upon the request of such Director, shall, convene a meeting of the Board of Directors, but not less than two (2) days’ notice shall be given
of any meeting so convened. Notice of any such meeting shall be given to all the Directors and may be given orally, by telephone, in writing or by mail, email or facsimile. Notwithstanding anything to the contrary herein, failure to deliver
notice to a director of any such meeting in the manner required hereby may be waived by such Director, and a meeting shall be deemed to have been duly convened notwithstanding such defective notice if such failure or defect is waived prior to
action being taken at such meeting, by all Directors entitled to participate at such meeting to whom notice was not duly given as aforesaid.
|
47.
|
RESOLUTIONS IN WRITING
|
48.
|
QUORUM
|
49.
|
CHAIRMAN OF THE BOARD OF DIRECTORS
|
50.
|
VALIDITY OF ACTS DESPITE DEFECTS
|
51.
|
CHIEF EXECUTIVE OFFICER AND PRESIDENT
|
52.
|
MINUTES
|
|
(a)
|
Minutes of each General Meeting and of each meeting of the Board of Directors or of any Committee of the Board of Directors shall be recorded and duly entered in books provided for that
purpose, and shall be held by the Company at its principal place of office or its Registered Office or such other place as shall have been determined by the Board of Directors. Such minutes shall, in all events, set forth the names of the
persons present at the meeting and all resolutions adopted thereat.
|
|
(b)
|
Any minutes as aforesaid, if purporting to be signed by the Director presiding over the meeting, shall constitute prima facie evidence of the matters recorded therein.
|
53.
|
DECLARATION OF DIVIDENDS
|
54.
|
FUNDS AVAILABLE FOR PAYMENT OF DIVIDEND
|
55.
|
AMOUNT PAYABLE BY WAY OF DIVIDENDS
|
56.
|
INTEREST
|
57.
|
PAYMENT IN SPECIE
|
58.
|
IMPLEMENTATION OF POWERS UNDER ARTICLE 57
|
59.
|
DIVIDEND ON UNPAID SHARES
|
60.
|
RETENTION OF DIVIDENDS
|
|
(a)
|
The Board of Directors may retain any dividend or other monies payable or property distributable in respect of a share on which the Company has a lien, and may apply the same in or towards
satisfaction of the debts, liabilities, or engagements in respect of which the lien exists.
|
|
(b)
|
The Board of Directors may retain any dividend or other monies payable or property distributable in respect of a share in respect of which any person is, under Article 20 or 21, entitled to
become a member, or which any person, is, under said Articles, entitled to transfer, until such person shall become a member in respect of such share or shall transfer the same.
|
61.
|
UNCLAIMED DIVIDENDS
|
62.
|
MECHANICS OF PAYMENT
|
63.
|
RECEIPT FROM A JOINT HOLDER
|
64.
|
BOOKS OF ACCOUNT
|
65.
|
AUDIT
|
66.
|
AUDITORS
|
67.
|
BRANCH REGISTERS
|
68.
|
INDEMNITY, INSURANCE AND EXEMPTION
|
|
(a)
|
Subject to the provisions of the Companies Law and the Israeli Securities Law, 5728-1968 (the “Securities Law”), the Company may resolve in advance to
exempt an Office Holder of the Company from all or any of his liability for damage in consequence of a breach of the duty of care vis-à-vis the Company.
|
|
(b)
|
Subject to the provisions of the Companies Law and the Securities Law, the Company may enter into a contract to insure the liability of an Office Holder of the Company for an obligation
imposed upon him in consequence of an act done in his capacity as an Office Holder, in any of the following cases:
|
|
(i) a breach of the duty of care vis-à-vis the Company or vis-à-vis another person;
|
|
(ii) a breach of the fiduciary duty vis-à-vis the Company, provided that the Office Holder acted in good faith and had reasonable basis to believe that the act would not harm the Company;
|
|
(iii) a monetary obligation imposed on him in favor of another person;
(iv) for reasonable expenses, including attorneys fees, incurred by the officer as a result of an ongoing proceeding instituted against him in accordance with the Securities Law. Without derogating from the
generality of the foregoing, such expenses will include a payment imposed on the officer in favor of an injured party as set forth in Section 52LIV(a)(1)(a) of the Securities Law and expenses that the officer incurred in connection with
a proceeding under Chapters VIII’3, VIII’4 or IX’1 of the Securities Law, including reasonable legal expenses, which term includes attorney fees.
(v) any other incident for which it is or shall be permitted by law to insure the liability of an Office Holder.
|
|
(c)
|
Subject to the provisions of the Companies Law and the Securities Law –
(i) The Company may give an undertaking in advance to indemnify an Office Holder of the Company for an obligation or expense as specified in sub-Article (d) below, imposed on or incurred by him in consequence
of an act or omission to act in his capacity as an Office Holder, provided that the undertaking with respect to obligations specified in sub-Article (d)(i) below is limited to events which in the Board of Directors’ opinion are foreseeable
in view of the Company’s activity at the time of the indemnity undertaking, and to an amount or degree which the Board of Directors has determined is reasonable in the circumstances of the case (hereinafter: “an indemnification
undertaking”).
(ii) Without derogating from the provisions of sub-Article (c)(i) above, the Company may indemnify an Office Holder of the Company retroactively, for an obligation or expense as specified in sub-Article (d)
below, imposed or incurred on him in consequence of an act done in his capacity as an Office Holder in the Company.
|
|
(d)
|
The indemnification undertaking or indemnity, as mentioned in sub-Article (c) above, may be given for an obligation or expense as specified in sub-Articles (d)(i) to (d)(iv) below, imposed on
or incurred by the Office Holder of the Company in consequence of an act or omission to act in his capacity as an Office Holder, as follows:
(i) A monetary liability imposed by the Office Holder of the Company pursuant to a judgment in favor of another person, including a judgment imposed on such Office Holder in a compromise or an arbitration
decision that was approved by a court of law;
|
|
(ii) Reasonable litigation expenses, including attorneys’ fees, incurred by the Office Holder of the Company due to an investigation or a proceeding instituted against the Office Holder by an authority
competent to administrate such an investigation or proceeding, and that was “finalized without the filing of an indictment against the Office Holder” (as defined in the Companies Law) and without any “financial obligation imposed on the
Office Holder in lieu of criminal proceedings” (as defined in the Companies Law); or that was “finalized without the filing of an indictment against the Office Holder” but with “financial obligation imposed on the Office Holder in lieu
of criminal proceedings” with respect to an offence that does not require proof of criminal intent; or expenses incurred in connection with an administrative enforcement proceeding or a financial sanction. Without derogating from
generality of the foregoing, such expenses will include a payment imposed on the officer in favor of an injured party as set forth in Section 52LIV(a)(1)(a) of the Securities Law and expenses that the officer incurred in connection with
a proceeding under Chapters VIII’3, VIII’4 or IX’1 of the Securities Law, including reasonable legal expenses, which term includes attorney fees.
(iii) Reasonable litigation expenses, including attorneys’ professional fees, incurred by the Office Holder of the Company or which he is ordered to pay by a court in proceedings filed against him by the
Company or on its behalf or by another person, or in a criminal indictment of which he is acquitted, or in a criminal indictment of which he is convicted of an offence that does not require proof of criminal intent.
(iv) Any other obligation or expense for which it is or shall be permitted by law to indemnify an Office Holder of the Company.
|
|
(e)
|
Any amendment to the Companies Law, the Securities Law or any other applicable law adversely affecting the right of any Office Holder to be indemnified or insured pursuant to this Article 68
shall be prospective in effect, and shall not affect the Company’s obligation or ability to indemnify or insure an Office Holder for any act or omission occurring prior to such amendment, unless otherwise provided by the Companies Law, the
Securities Law or such other applicable law.
|
|
(f)
|
The provisions of this Article 68 are not intended, and shall not be interpreted so as to restrict the Company, in any manner, (i) in respect of the procurement of insurance and/or
indemnification and/or exculpation, in favour of any person who is not an Office Holder, including, without limitation, any employee, agent, consultant or contractor of the Company who is not an Office Holder; and (ii) in respect of the
procurement of insurance and/or indemnification and/or exculpation, in favour of an Office Holder insofar as such insurance and/or indemnification and/or exculpation are not specifically prohibited pursuant to any law.
|
69.
|
WINDING UP
|
70.
|
RIGHTS OF SIGNATURE, STAMP, AND SEAL
|
|
(a)
|
The Board of Directors shall be entitled to authorize any person or persons (who need not be Directors) to act and sign on behalf of the Company, and the acts and signature of such person(s)
on behalf of the Company shall bind the Company insofar as such person(s) acted and signed within the scope of his or their authority.
|
|
(b)
|
The Board of Directors may provide for a seal. If the Board of Directors so provides, it shall also provide for the safe custody thereof. Such seal shall not be used except by the authority
of the Board of Directors and in the presence of the person(s) authorized to sign on behalf of the Company, who shall sign every instrument to which such seal is affixed.
|
71.
|
NOTICES
|
|
(a)
|
Any written notice or other document may be served by the Company upon any shareholder either personally or by sending it by prepaid mail (airmail if sent internationally) addressed to such
member at his address as described in the Shareholder Register. Any written notice or other document may be served by any shareholder upon the Company by tendering the same in person to the Secretary or the General Manager or Chief Executive
Officer of the Company at the principal office of the Company or by sending it by prepaid registered mail (airmail if posted outside Israel) to the Company at it Registered Address. Any such notice or other document shall be deemed to have
been served two (2) business days after it has been posted (seven (7) business days if posted internationally), or when actually tendered in person, to such shareholder (or to the Secretary or the General Manager or the Chief Executive
Officer), whichever is earlier. Notice sent by email or facsimile shall be deemed to have been served two business days after the notice is sent to the addressee, or when in fact received, whichever is earlier, notwithstanding that if it was
defectively addressed or failed, in some other respect, to comply with the provisions of this Article 71(a).
|
|
(b)
|
All notices to be given to the shareholders shall, with respect to any share to which persons are jointly entitled, be given to whichever of such persons is named first in the Shareholder
Register, and any notice so given shall be sufficient notice to the holders of such share.
|
|
(c)
|
If requested by the Company, each shareholder shall provide the Company with the shareholder’s full street and mailing address, as well, if available with facsimile number and email
address. Any shareholder whose address is not set out in the Shareholder Register, and who shall not have designated in writing delivered to the Company an address for the receipt of notices, shall not be entitled to receive any notice from
the Company.
|
• |
align incentives, the board determined performance targets and equity grants, with Silicom's fiscal performance as well as achievement of strategic objectives that create shareholder value;
|
• |
retain and encourage high potential team players to build a career at the Company;
|
• |
provide incentives that are cost-efficient, competitive with other organizations and fair to employees and shareholders; and
|
• |
design a balanced approach to compensation that properly aligns incentives with company performance and shareholder value and does not promote inappropriate risk taking.
|
• |
the educational, professional experience and accomplishments of the Executive;
|
• |
the Executive's position, responsibilities and prior compensation arrangements;
|
• |
data of peer companies, including companies in the industry and/or geographic market;
|
• |
compensation for comparably situated executives;
|
• |
the Executive's expected contribution to Silicom's future growth and profitability;
|
• |
the relation between the employment terms of the Executive and the average and median compensation of Silicom's employees and contractors, as well as whether such variation has an effect on
employment relations; and
|
• |
any requirements prescribed by applicable law from time to time.
|
• |
financial results;
|
• |
sales results;
|
• |
efficiency metrics;
|
• |
internal and external customer satisfaction;
|
• |
shareholder value;
|
• |
execution of projects; and
|
• |
attainment to milestones.
|
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED HEREIN.
EXCEPT AS MENTIONED OTHERWISE IN THE PROXY STATEMENT AND BELOW ON THIS PROXY, IF NO DIRECTION IS INDICATED, THIS PROXY WILL BE VOTED "FOR" THE PROPOSALS HEREIN.
|
Please mark your vote as in this example ☒
|
The undersigned hereby acknowledges receipt of the Notice of the Annual General Meeting, revokes any proxy or proxies heretofore given to vote upon or act with respect to the undersigned’s
shares and hereby ratifies and confirms all that the proxies, their substitutes, or any of them, may lawfully do by virtue hereof.
|
||||
______________________________________
|
______________________________________
|
_______________________
|
||
(NAME OF SHAREHOLDER)
|
(SIGNATURE OF SHAREHOLDER)
|
(DATE)
|