Exhibit 1.1

 

FORM OF OUR ARTICLESOF ASSOCIATION, AS AMENDED AS OF JUNE 1, 2004

 

 

ARTICLES OF ASSOCIATION

OF

COMPUGEN LTD.

 

 

PRELIMINARY

 

1.             CompanyName

The name of the Company is"Compugen Ltd." (the "Company").

2.             Purpose

The purpose of the Company is to engage in anylawful act or activity for which companies may be organized under the IsraeliCompanies Law, 1999 (the "Companies Law").

3.             Interpretation

(a)           Unless the subject or the context otherwiserequires:  (i) words and expressions defined in the Companies Law inforce on the date when these Articles or any amendment thereto, as the case maybe, first became effective shall have the same meanings defined therein; (ii)words and expressions importing the singular shall include the plural and viceversa; (iii) words and expressions importing the masculine gender shall includethe feminine gender; and (iv) words and expressions importing persons shallinclude bodies corporate.

(b)           The captions in these Articles are forconvenience only and shall not be deemed a part hereof or affect theconstruction of any provision hereof.

(c)           The specific provisions of these Articles shallsupercede the provisions of the Companies Law to the extent permitted under theCompanies Law.  With respect to any matter that is not specificallyaddressed in these Articles, the provisions of the Companies Law shall govern.

4.             Limitationof Liability

The liability of each shareholder for the Company'sobligations is limited to the unpaid sum, if any, owing to the Company inconsideration for the issuance of the shares held by such shareholder.

 

SHARE CAPITAL

5.             AuthorizedShare Capital

The share capital of the Company is NIS 500,000 (five hundredthousand New Israeli Shekels) divided into 50,000,000 (fifty million) OrdinaryShares of a nominal value of NIS 0.01 each (the "OrdinaryShares"). 

6.             OrdinaryShares

The Ordinary Shares of the Company confer on the holdersthereof rights to receive notice of, attend, and vote in meetings of theshareholders, rights to receive dividends, rights to receive a distribution ofassets upon liquidation and certain other rights all as are specified in theseArticles.

7.             Increaseof Share Capital

The Company may, from time to time, increase its share capitalby the creation of new shares.  Any such increase shall be in suchamount and shall be divided into shares of such nominal amounts, and suchshares shall confer such rights and preferences, and shall be subject to suchrestrictions, as the resolution approving the creation of such shares shall provide.  Exceptto the extent otherwise provided in the resolution creating such new shares,such new shares shall be subject to all the provisions applicable to the sharesof the original capital.

8.             SpecialRights; Modifications of Rights

(a)           The Company may, from time to time, provide forshares with such preferred or deferred rights or rights of redemption or otherspecial rights and/or such restrictions, whether in regard to dividends,voting, repayment of share capital or otherwise, as may be stipulated in theresolution pursuant to which such shares are created.

(b)           (i)            If at any time the share capitalis divided into different classes of shares, the rights attached to any class,unless otherwise provided by these Articles, may be modified or abrogated bythe Company, subject to the consent in writing of, or sanction of a resolutionpassed by, the holders of a majority of the issued shares of such class at aseparate General Meeting of the holders of the shares of such class.

(ii)           The provisions of theseArticles relating to General Meetings shall, mutatis mutandis, apply to anyseparate General Meeting of the holders of the shares of a particular class;provided, however, that the requisite quorum at any such separate GeneralMeeting shall be two or more shareholders present in person or proxy andholding not less than thirty-three and a third percent (331/3%)of the issued shares of such class.

(iii)          Unless otherwise provided bythese Articles, the enlargement of an existing class of shares, or the issuanceof additional shares thereof, or the creation of a new class of sharesidentical to an existing class of shares in all respects shall not be deemed,for purposes of this Article 8(b), to modify or abrogate the rightsattached to the previously issued shares of such class or of any other class.

9.             Consolidation,Subdivision, Cancellation and Reduction of Share Capital

(a)           The Company may, from time to time (subject,however, to the provisions of Article 8(b) hereof and to applicable law):

(i)            consolidate and divide all or any of its issuedor unissued share capital into shares of larger nominal value than its existingshares;

(ii)           subdivide its shares (issued or unissued) orany of them, into shares of smaller nominal value than is fixed by theseArticles (subject, however, to the provisions of the Companies Law), and theresolution whereby any share is subdivided may determine that, as among theholders of the shares resulting from such subdivision, one or more of theshares may, as compared with the others, have any such preferred or deferredrights or rights of redemption or other special rights, or be subject to anysuch restrictions, as the Company has power to attach to unissued or newshares;

(iii)          cancel any shares which, at the date of theadoption of such resolution have not been taken or agreed to be taken by anyperson, and diminish the amount of its share capital by the amount of theshares so cancelled; or

(iv)         reduce its share capital in any manner, subjectto any authorization or consent required, by law.

(b)           With respect to any consolidation of issuedshares into shares of larger nominal value, and with respect to any otheraction which may result in fractional shares, the Board of Directors may settleany difficulty which may arise with regard thereto, as it deems fit, including,inter alia, resort to one or more of the following actions:

(i)            determine, as to the holderof shares so consolidated, which issued shares shall be consolidated into eachshare of larger nominal value;

(ii)           allot, in contemplation ofor subsequent to such consolidation or other action, such shares or fractionalshares sufficient to preclude or remove fractional share holdings;

(iii)          redeem, in the case ofredeemable preference shares, and subject to applicable law, such shares orfractional shares sufficient to preclude or remove fractional share holdings;

(iv)          cause the transfer offractional shares by certain shareholders of the Company to other shareholdersthereof so as to most expediently preclude or remove any fractionalshareholdings, and cause the transferees to pay the transferors the fair valueof fractional shares so transferred, and the Board of Directors is herebyauthorized to act as agent for the transferors and transferees with power ofsubstitution for purposes of implementing the provisions of thissub-Article 9(b)(iv).

 

SHARES

10.           Issuanceof Share Certificates; Replacement of Lost Certificates

(a)           Share certificates shall bear the stamp or sealof the Company and shall bear the signature of a Director or of any otherperson or persons authorized thereto by the Board of Directors.

(b)           Each shareholder shall be entitled to onenumbered certificate for all the shares of any class registered in his name,and if the Board of Directors so approves, to several certificates, each forone or more of such shares.  

(c)           A share certificate registered in the names oftwo or more persons shall be delivered to the person first named in the ShareRegister in respect of such co-ownership.

(d)           If a share certificate is defaced, lost ordestroyed, it may be replaced, upon payment of such fee, and upon thefurnishing of such evidence of ownership and such indemnity, as the Board ofDirectors may think fit.

11.           RegisteredHolder

Except as otherwise provided in theseArticles, the Company shall be entitled to treat the registered holder of anyshare as the absolute owner thereof, and, accordingly, shall not, except asordered by a court of competent jurisdiction, or as required by statute, bebound to recognize any equitable or other claim to, or interest in such shareon the part of any other person.

12.           Allotmentof Shares

The shares shall be under the control of the Board ofDirectors, who shall have the power to allot shares or otherwise dispose ofthem to such persons, on such terms and conditions, and at such times, as theBoard of Directors may think fit, and the power to give to any person theoption to acquire from the Company any shares, during such time and for suchconsideration as the Board of Directors may think fit.

13.           Paymentin Installments

If by the terms of allotment of any share, the whole or anypart of the price thereof shall be payable in installments, every suchinstallment shall, when due, be paid to the Company by the then registeredholder(s) of the share of the person(s) entitled thereto.

14.           Callson Shares

(a)           The Board of Directors may, from time to time,make such calls as it may think appropriate upon shareholders in respect of anysum unpaid in respect of shares held by such shareholders which is not, by theterms of allotment thereof or otherwise, payable at a fixed time, and eachshareholder shall pay the amount of every call so made upon him (and of eachinstallment thereof if the same is payable in installments), to the person(s)and at the time(s) and place(s) designated by the Board of Directors, as anysuch time(s) may be thereafter extended and/or such person(s) or place(s)changed.  Unless otherwise stipulated in the resolution of the Boardof Directors (and in the notice hereafter referred to), each payment inresponse to a call shall be deemed to constitute a pro rata payment on accountof all shares in respect of which such call was made.

(b)           Notice of any call shall be given in writing tothe shareholder(s) in question not less than fourteen (14) days prior to thetime of payment, specifying the time and place of payment, and designating theperson to whom such payment shall be made; provided, however, that before thetime for any such payment, the Board of Directors may, by notice in writing tosuch shareholder(s), revoke such call in whole or in part, extend such time, oralter such person and/or place.  In the event of a call payable ininstallments, only one notice thereof need be given.

(c)           If, by the terms of allotment of any share orotherwise, any amount is made payable at any fixed time, every such amountshall be payable at such time as if it were a call duly made by the Board ofDirectors and of which due notice had been given, and all the provisions hereincontained with respect to such calls shall apply to each such amount.

(d)           The joint holders of a share shall be jointlyand severally liable to pay all calls in respect thereof and all interestpayable thereon.

(e)           Any amount unpaid in respect of a call shallbear interest from the date on which it is payable until actual paymentthereof, at such rate (not exceeding the then prevailing debitory rate chargedby leading commercial banks in Israel), and at such time(s) as the Board ofDirectors may prescribe.

(f)            Upon the allotment of shares, the Board ofDirectors may provide for differences among the allottees of such shares as tothe amount of calls and/or the times of payment thereof.

15.           Prepayment

With the approval of the Board of Directors, any shareholdermay pay to the Company any amount not yet payable in respect of suchshareholder's shares, and the Board of Directors may approve the payment ofinterest on any such amount until the same would be payable if it had not beenpaid in advance, at such rate and time(s) as may be approved by the Board ofDirectors.  The Board of Directors may at any time cause the Companyto repay all or any part of the money so advanced, without premium or penalty.  Nothingin this Article 15 shall derogate from the right of the Board of Directorsto make any call before or after receipt by the Company of any such advance.

16.           Forfeitureand Surrender

(a)           If any shareholder fails to pay any amountpayable in respect of a call, or interest thereon as provided for herein, on orbefore the day fixed for payment of the same, the Company, by resolution of theBoard of Directors, may at any time thereafter, so long as the said amount orinterest remains unpaid, forfeit all or any of the shares in respect of whichsaid call had been made.  Any expense incurred by the Company inattempting to collect any such amount or interest, including, inter alia,attorneys' fees and costs of suit, shall be added to, and shall, for allpurposes (including the accrual of interest thereon), constitute a part of theamount payable to the Company in respect of such call.

(b)           Upon the adoption of a resolution of forfeiture,the Board of Directors shall cause notice thereof to be given to suchshareholder, which notice shall state that, in the event of the failure to paythe entire amount so payable within a period stipulated in the notice (whichperiod shall not be less than fourteen (14) days and which may be extended bythe Board of Directors), such shares shall be ipso facto forfeited, provided,however, that, prior to the expiration of such period, the Board of Directorsmay nullify such resolution of forfeiture, but no such nullification shall stopthe Board of Directors from adopting a further resolution of forfeiture inrespect of the non-payment of the same amount.

(c)           Whenever shares are forfeited as hereinprovided, all dividends theretofore declared in respect thereof and notactually paid shall be deemed to have been forfeited at the same time.

(d)           The Company, by resolution of the Board ofDirectors, may accept the voluntary surrender of any share.

(e)           Any share forfeited or surrendered as providedherein shall become the property of the Company, and the same, subject to theprovisions of these Articles, may be sold, re-allotted or otherwise disposed ofas the Board of Directors thinks fit.

(f)            Any shareholder whose shares have beenforfeited or surrendered shall cease to be a shareholder in respect of theforfeited or surrendered shares, but shall, notwithstanding, be liable to pay,and shall forthwith pay, to the Company, all calls, interest and expenses owingupon or in respect of such shares at the time of forfeiture or surrender,together with interest thereon from the time of forfeiture or surrender untilactual payment, at the rate prescribed in Article 14(e) above, and theBoard of Directors, in its discretion, may enforce the payment of such moneys,or any part thereof, but shall not be under any obligation to do so.  Inthe event of such forfeiture or surrender, the Company, by resolution of theBoard of Directors, may accelerate the date(s) of payment of any or all amountsthen owing by the shareholder in question (but not yet due) in respect of allshares owned by such shareholder, solely or jointly with another, and inrespect of any other matter or transaction whatsoever.

(g)           The Board of Directors may at any time, beforeany share so forfeited or surrendered shall have been sold, re-allotted orotherwise disposed of, nullify the forfeiture or surrender on such conditionsas it thinks fit, but no such nullification shall stop the Board of Directorsfrom re-exercising its powers of forfeiture pursuant to this Article 16.

17.           Lien

(a)           Except to the extent the same may be waived orsubordinated in writing, the Company shall have a first and paramount lien uponall the shares registered in the name of each shareholder (without regard toany equitable or other claim or interest in such shares on the part of anyother person), and upon the proceeds of the sale thereof, for such shareholdersdebts, liabilities and engagements arising from any cause whatsoever, solely orjointly with another, to or with the Company, whether the period for thepayment, fulfillment or discharge thereof shall have actually arrived or not.  Suchlien shall extend to all dividends from time to time declared in respect ofsuch share.  Unless otherwise provided, the registration by theCompany of a transfer of shares shall be deemed to be a waiver on the part ofthe Company of the lien (if any) existing on such shares immediately prior tosuch transfer.

(b)           The Board of Directors may cause the Company tosell any shares subject to such lien when any such debt, liability orengagement has matured, in such manner as the Board of Directors may think fit,but no such sale shall be made unless such debt, liability or engagement hasnot been satisfied within fourteen (14) days after written notice of theintention to sell shall have been served on such shareholder, or suchshareholder's executors or administrators.

(c)           The net proceeds of any such sale, after paymentof the costs thereof, shall be applied in or toward satisfaction of the debts,liabilities or engagements of such shareholder (whether or not the same havematured), or any specific part of the same (as the Company may determine), and theresidue (if any) shall be paid to the shareholder, such shareholder'sexecutors, administrators or assigns.

18.           Saleafter Forfeiture or Surrender or in Enforcement of Lien

Upon any sale of shares after forfeiture or surrender or forenforcing a lien, the Board of Directors may appoint a person to execute aninstrument of transfer of the shares so sold and cause the purchaser's name tobe entered in the Share Register in respect of such shares, and the purchasershall not be bound to see to the regularity of the proceedings, or to theapplication of the purchase money, and after such purchaser's name has beenentered in the Share Register in respect of such shares, the validity of thesale shall not be impeached by any person, and the remedy of any person aggrievedby the sale shall be in damages only and against the Company exclusively.

19.           RedeemableShares

The Board of Directors may, subject to the provisions of theCompanies Law, issue redeemable shares and redeem the same.

 

TRANSFER OF SHARES

20.           Effectivenessand Registration

The shares of the Company are freely transferable.  Notransfer of shares shall be registered unless a proper instrument of transfer(in form and substance satisfactory to the Board of Directors) has beensubmitted to the Company, together with the share certificate(s) and such otherevidence of title as the Board of Directors may reasonably require.  Untilthe transferee has been registered in the Share Register in respect of theshares so transferred, the Company may continue to regard the transferor as theowner thereof.  The Board of Directors, may, from time to time,prescribe a reasonable fee for the registration of a transfer.

21.           Suspensionof Registration

The Board of Directors may suspend the registration oftransfers during the fourteen (14) days immediately preceding a general meetingof the shareholders of the Company. 

 

TRANSMISSION OF SHARES

22.           Decedents'Shares

(a)           In case of a share registered in the names oftwo or more holders, the Company may recognize the survivor(s) as the soleowner(s) thereof unless and until the provisions of Article 22(b) havebeen effectively invoked.

(b)           Any person becoming entitled to a share inconsequence of the death of any person, upon producing evidence of the grant ofprobate or letters of administration or declaration of succession (or suchother evidence as the Board of Directors may reasonably deem sufficient that hesustains the character in respect of which he proposes to act under thisArticle or of his title), shall be registered as a shareholder in respect ofsuch share, or may, subject to the regulations as to transfer herein contained,transfer such share.

23.           Receiversand Liquidators

(a)           The Company may recognize the receiver orliquidator of any corporate shareholder in winding-up or dissolution, or thereceiver or trustee in bankruptcy of any shareholder, as being entitled to theshares registered in the name of such shareholder.

(b)           The receiver or liquidator of a corporateshareholder in winding-up or dissolution, or the receiver or trustee inbankruptcy of any shareholder, upon producing such evidence as the Board ofDirectors may deem sufficient that he sustains the character in respect ofwhich he proposes to act under this Article or of his title, shall with the consentof the Board of Directors (which the Board of Directors may grant or refuse inits absolute discretion), be registered as a shareholder in respect of suchshares, or may, subject to the regulations as to transfer herein contained,transfer such shares.

 

GENERAL MEETINGS

24.           AnnualGeneral Meeting

(a)           An Annual General Meeting shall be held once inevery 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 eitherwithin or without the State of Israel as may be determined by the Board ofDirectors.

25.           SpecialGeneral Meetings

(a)           All General Meetings other than Annual GeneralMeetings shall be called "Special General Meetings."  

(b)           The Board of Directors may, whenever it thinksfit, convene a Special General Meeting at such time and place as may bedetermined by the Board of Directors.

(c)           The Board of Directors shall be obligated toconvene a Special General Meeting at such time and place, within or without theState of Israel, as may be determined by the Board of Directors, uponrequisition in writing as follows:

(i)            The requisition in writingis made by any of the following:

(x)            two directors ortwenty-five percent (25%) of the directors holding office;

(y)            one or more shareholdersholding at least five percent (5%) of the Company`s outstanding shares, and atleast one-percent (1%) of the voting rights in the Company; and

(z)            one or more shareholdersholding at least five percent (5%) of the voting rights in the Company. 

(ii)            The requisition in writingto convene a Special General Meeting pursuant to Article 25(c)(i) shall setforth the reasons for convening the meeting, shall be signed by the person(s)requesting the convening of the meeting and shall be delivered to theregistered offices of the Company.

(iii)           Within twenty-one (21) daysof receipt of the requisition in writing, the Board of Directors shall send anotice pursuant to Article 26 below to the shareholders of the Company.  

26.           Noticeof General Meetings; Omission to Give Notice

(a)           Not less than twenty-one (21) days' prior noticeshall be given of every General Meeting.  Each such notice shallspecify the place and the day and hour of the meeting and the general nature ofeach item to be acted upon thereat, as well as any other information requiredby the Companies Law or any regulation promulgated thereunder.  

(b)           The accidental omission to give notice of ameeting to any shareholder, or the non-receipt of notice sent to suchshareholder, shall not invalidate the proceedings at such meeting.

 

PROCEEDINGSAT GENERAL MEETINGS

27.           Entitlementto Notice; Participation

(a)            Noticeshall be given to all shareholders registered in the Company`s Share Register.

(b)           TheBoard of Directors shall set a record date, which date shall comply with therequirements of the Companies Law.  Shareholders of record, as setforth in the Company`s Share Register, on the day determined by the Board ofDirectors and set forth in the notice of General Meeting shall be entitled toparticipate and vote in the General Meeting. 

28.           Quorum

(a)           Two or more shareholders (not in default inpayment of any sum referred to in Article 33(a) hereof), present inperson, by proxy or by proxy card and holding shares conferring in the aggregatethirty-three and a third percent (331/3%) or more of thevoting power of the Company, shall constitute a quorum at General Meetings.  Nobusiness shall be transacted at a General Meeting, or at any adjournmentthereof, unless the requisite quorum is present when the meeting proceeds tobusiness.  

(b)           If within an hour from the time appointed forthe meeting a quorum is not present, the meeting, if convened upon requisitionunder Article 25(c), shall be dissolved, but in any other case it shall stand adjournedto the same day in the next week, at the same time and place, or to such dayand at such time and place as the Chairman may determine with the consent ofthe holders of a majority of the voting power represented at the meeting inperson or by proxy and voting on the question of adjournment.  Nobusiness shall be transacted at any adjourned meeting except business thatmight lawfully have been transacted at the meeting as originally called.  Atsuch adjourned meeting, any two (2) shareholders (not in default as aforesaid)present in person, by proxy or by proxy card, shall constitute a quorum.

29.           Chairman

The Chairman, if any, of the Board of Directors shall presideas Chairman at every General Meeting of the Company.  If there is nosuch Chairman, or if at any meeting such Chairman is not present within fifteen(15) minutes after the time fixed for holding the meeting or is unwilling toact as Chairman, the shareholders present shall choose someone of their numberto be Chairman.  The office of Chairman shall not, by itself, entitlethe holder thereof to vote at any General Meeting nor shall it entitle suchholder to a second or casting vote (without derogating, however, from therights of such Chairman to vote as a shareholder or proxy of a shareholder if,in fact, he or she is also a shareholder or such proxy).

30.           Adoptionof Resolutions at General Meetings

(a)           Except with respect to matters which require theapproval of a special majority under the Companies Law, all resolutions of theshareholders shall be deemed adopted if approved by the holders of a simplemajority of the voting power represented at the meeting, in person, by proxy orby proxy card, and voting thereon.

(b)           Every question submitted to a General Meetingshall be decided by a show of hands, but if a written ballot is demanded by anyshareholder present in person or by proxy and entitled to vote at the meeting,the same shall be decided by such ballot.  A written ballot may bedemanded before the proposed resolution is voted upon or immediately after thedeclaration by the Chairman of the results of the vote by a show of hands.  Ifa vote by written ballot is taken after such declaration, the results of thevote by a show of hands shall be of no effect, and the proposed resolution shallbe decided by such written ballot.  The demand for a written ballotmay be withdrawn at any time before the same is conducted, in which eventanother shareholder may then demand such written ballot.  The demandfor a written ballot shall not prevent the continuance of the meeting for thetransaction of business other than the question on which the written ballot hasbeen demanded.  All votes properly tendered by proxy card, as setforth in Article 33(c)(iii), with respect to a given resolution shall be countedfor purposes of determining the outcome of any vote with respect to suchresolution taken by show of hands or by secret ballot.

(c)           A declaration by the Chairman of the meetingthat a resolution has been carried unanimously, or carried by a particularmajority, or lost, and an entry to that effect in the minute book of theCompany, shall be prima facie evidence of the fact without proof of the numberor proportion of the votes recorded in favor of or against such resolution.  

31.           Powerto Adjourn

(a)           The Chairman of a General Meeting at which aquorum is present may, with the consent of the holders of a majority of thevoting power represented in person or by proxy and voting on the question ofadjournment (and shall if so directed by the meeting), adjourn the meeting fromtime to time and from place to place, but no business shall be transacted atany adjourned meeting except business which might lawfully have been transactedat the meeting as originally called.

(b)           It shall not be necessary to give any notice ofan adjournment, unless the meeting is adjourned for thirty (30) days or more inwhich event notice thereof shall be given in the manner required for themeeting as originally called.

32.           VotingPower

Subject to the provisions of Article 33(a) and subject to therights of holders of shares with special rights as to voting, every shareholdershall have one vote for each share held by such shareholder of record, on everyresolution, without regard to whether the vote hereon is conducted by a show ofhands, by written ballot or by any other means.

33.           VotingRights

(a)           No shareholder shall be entitled to vote at anyGeneral Meeting (or be counted as a part of the quorum thereat), unless allcalls and other sums then payable by such shareholder in respect of suchshareholder's shares in the Company have been paid.

(b)           A company or other corporate body being ashareholder of the Company may, subject to applicable law, authorize, anyperson to be its representative at any meeting of the Company.  Any personso authorized shall be entitled to exercise on behalf of such shareholder allthe power that the latter could have exercised if it were an individualshareholder.  Upon the request of the Chairman of the meeting,written evidence of such authorization (in form acceptable to the Chairman)shall be delivered to the Chairman.

(c)           Any shareholder entitled to vote may vote in oneof the following manners:

(i)             personally; 

(ii)            by proxy (who need not be ashareholder of the Company);

(iii)           by proxy card, provided itis completed and returned to the Company`s offices in accordance with itsterms; or

(iv)          if the shareholder is acompany or other corporate body, by a representative authorized pursuant toArticle 33(b).

(d)           If two or more persons are registered as jointholders of any share, the vote of the senior who tenders a vote, in person, byproxy or by proxy card, shall be accepted to the exclusion of the vote(s) ofthe other joint holder(s); and for this purpose seniority shall be determinedby the order in which the names stand in the Share Register.

34.           Proxies;Instrument of Appointment

(a)           The instrument appointing a proxy shall be inwriting and shall be substantially in the following form:

"I _________________ (Name of Shareholder)  of_______________________ (Address of Shareholder) being a shareholder ofCompugen Ltd. hereby appoint ________________________ (Name of Proxy) of_____________________________ (Address of Proxy) as my proxy to vote for me andon my behalf at the General Meeting of the Company to be held on the _____ dayof ___________, 20__ and at any adjournment(s) thereof.

Signed this ______ day of ____________, 20__.

_____________________(Signature of Appointer)"

or in any usual or common form or in suchother form as may be approved by the Board of Directors, including a form whichprovides for a continuing proxy until the occurrence of such date or event asis specified in the proxy.  It shall be duly signed by the appointeror his duly authorized attorney, which signature shall be confirmed by anadvocate or notary or bank or in any other manner acceptable to the Chairmanor, if such appointer is a company or other corporate body, under its commonseal or stamp or the hand of its duly authorized agent(s) or attorney(s).

(b)           The instrument appointing a proxy (and the powerof attorney or other authority, if any, under which such instrument has beensigned) shall either be delivered to the Company (at its Registered Office, orat its principal place of business or at the offices of its registrar and/ortransfer agent or at such place as the Board of Directors may specify) beforethe time fixed for the meeting at which the person named in the instrumentproposes to vote, or presented to the Chairman at such meeting.

(c)           Proxy cards shall be in such form, andsubstance, as shall be prescribed by the Board of Directors.  Proxycards shall be completed and delivered to the Company (at its RegisteredOffice, or at its principal place of business or at the offices of itsregistrar and/or transfer agent or at such place as the Board of Directors mayspecify) in accordance with its terms.

(d)           A vote cast pursuant to an instrument appointinga proxy or by proxy card shall be valid notwithstanding the previous death,liquidation or winding-up of the appointing shareholder (or of hisattorney-in-fact, if any, who signed such instrument), or the revocation of theappointment or the transfer of the share in respect of which the vote is cast,provided no written intimation of such death, liquidation, winding-uprevocation or transfer shall have been received by the Company or by theChairman of the meeting before such vote is cast and provided, further, thatthe appointing shareholder, if present in person at said meeting, may revokethe appointment by means of a writing, oral notification to the Chairman, orotherwise.

 

BOARD OF DIRECTORS

35.           Powersof Board of Directors

The Board of Directors shall determine the Company's policies,oversee the activities of the Chief Executive Officer, and take such otheractions as are described in Section 92 of the Companies Law.  TheBoard of Directors shall be empowered to exercise any power of the Company notconferred upon by the Companies Law or by these Articles on any other organ ofthe Company.  The authority conferred on the Board of Directors bythis Article 35 shall be subject to the provisions of the Companies Lawand of these Articles.   

36.           Exercise of Powers of Directors

(a)           A meeting of the Board of Directors at which aquorum is present shall be competent to exercise all the authorities, powersand discretions vested in or exercisable by the Board of Directors.

(b)           A resolution proposed at any meeting of theBoard of Directors shall be deemed adopted if approved by a majority of theDirectors present when such resolution is put to a vote and voting thereon.

(c)           The Board of Directors is authorized to adoptany resolution without an actual meeting, provided that all Directors then inoffice and lawfully entitled to vote thereon (as conclusively determined by theChairman of the Board of Directors) have agreed in writing or given theirconsent (by telephone, e-mail, facsimile, letter or otherwise) to the adoptionof such resolution.  In the event of the adoption of a resolutionpursuant to this Article 36(c), the Chairman of the Board shall state in theminutes the manner in which each Director voted on the resolution and the factthat all directors consented to the adoption of the resolution without theconvening of a meeting.

37.           AuditCommittee

(a)           The Board of Directors shall appoint an AuditCommittee (all of whose members must be Directors) comprised of at least threeDirectors, including all of the Outside Directors.  The Chairman ofthe Board of Directors, any other Director who is employed by, or providingservices on a regular basis to, the Company and any Controlling Shareholder ora Relative of a Controlling Shareholder shall not serve as members of the AuditCommittee.  

(b)           The duties of the Audit Committee shall be:

(i)             todetect any deficiencies in the business management of the Company, by amongother things consulting with the Company`s Internal Auditor and independentauditors, and to propose to the Board of Directors ways of correcting thesedeficiencies; and 

(ii)            todecide whether to approve actions and transactions requiring approval of theAudit Committee pursuant to the Companies Law.  

38.           Delegationof Powers

(a)           Subject to Section 112 of the Companies Law, theBoard of Directors may delegate any or all of its powers to committees, eachconsisting of two or more persons (all of whose members must be Directors, atleast one of which must be an Outside Director), and it may from time to timerevoke such delegation or alter the composition of any such committee.  AnyCommittee so formed (in these Articles referred to as a "Committee of theBoard of Directors"), shall, in the exercise of the powers so delegated,conform to any regulations imposed on it by the Board of Directors.  Themeetings and proceedings of any such Committee of the Board of Directors shall,mutatis mutandis, be governed by the provisions herein contained for regulatingthe meetings of the Board of Directors, so far as not superseded by anyregulations adopted by the Board of Directors under this Article.  Unlessotherwise expressly provided by the Board of Directors in delegating powers toa Committee of the Board of Directors, such Committee shall not be empowered tofurther delegate such powers.

(b)           Without derogating from the provisions ofArticle 52, the Board of Directors may, subject to the provisions of theCompanies Law, from time to time appoint a Secretary to the Company, as well asofficers, agents, employees and independent contractors, as the Board ofDirectors may think appropriate, and may terminate the service of any suchperson.  The Board of Directors may, subject to the provisions of theCompanies Law, determine the powers and duties, as well as the terms andconditions of employment, of all such persons, and may require security in suchcases and in such amounts as it thinks appropriate.

(c)           The Board of Directors may from time to time, bypower of attorney or otherwise, appoint any person, company, firm or body ofpersons to be the attorney or attorneys of the Company at law or in fact forsuch purpose(s) and with such powers, authorities and discretions, and for suchperiod and subject to such conditions, as it thinks fit, and any such power ofattorney or other appointment may contain such provisions for the protectionand convenience of persons dealing with any such attorney as the Board ofDirectors may think fit, and may also authorize any such attorney to delegateall or any of the powers, authorities and discretions vested in him.

39.           Numberof Directors

The number of members of the Board of Directors (includingOutside Directors) shall be determined, from time to time, by the AnnualGeneral Meeting, provided that the Board of Directors of the Company shallconsist of not less than five (5) directors and not more than fourteen (14)Directors.

40.           Election,Appointment and Removal of Directors

(a)           The Directors shall be elected and dismissed bythe holders of a majority of the shares present and voting at an Annual GeneralMeeting, provided that any vote to appoint or dismiss an Outside Director shallsatisfy the requirements of Section 239 or Section 246, as the case may be, ofthe Companies Law.  Subject to Article 39 above, between annualmeetings, the Board shall be empowered to appoint directors, other than OutsideDirectors, by a majority vote of the directors.

(b)           All Directors, except Outside Directors, shallretire at the Annual General Meeting of the Company immediately following theAnnual General Meeting at which they were elected, subject to the provisions ofsub-article 40(d) below.  Outside Directors shall retire on the thirdAnnual General Meeting of the Company after the Annual General Meeting in whichthey were appointed. 

(c)           A retiring Director shall be eligible forre-election, provided that Outside Directors shall only be entitled tore-election for one additional term of three years.

(d)           If at any Annual General Meeting, the places ofthe vacating directors are not filled, the meeting shall stand adjourned untilthe same day in the next week at the same time and place, and if at theadjourned meeting the places of the vacating Directors are, again, not filled,the vacating Directors shall be deemed to have been re-elected at the adjournedmeeting.  In any event, a retiring director shall remain in officeuntil a new director has been elected or appointed in his or her place.

(e)           Every Director who serves as such upon theeffective date of these Articles shall continue to serve in his or her positionuntil the conclusion of the election of Directors in the first General Meetingthat will take place after the effective date of these Articles, unless theposition is vacated before then in accordance with these Articles.

(f)            Notwithstanding anything to the contrary inthis Article 40, the shareholders may, at any time, by resolution at a SpecialGeneral Meeting, discharge from office any member of the Board of Directors(provided that with respect to Outside Directors, the dismissal is effected inaccordance with Section 246 of the Companies Law) and/or to appoint a member tothe Board of Directors (provided that with respect to Outside Directors, therequirements of Section 239 of the Companies Law are satisfied).  

41.           Qualificationof Directors

No person shall be disqualified to serve as a Director byreason of his not holding shares in the Company or by reason of his havingserved as a Director in the past, subject to Sections 240 and 245 of theCompanies Law with respect to Outside Directors.

42.           ContinuingDirectors in the Event of Vacancies

In the event of one or more vacanciesin the Board of Directors, the continuing Directors may continue to act inevery matter, and, pending the filling of any vacancy pursuant to theprovisions of Article 40, may temporarily fill any such vacancy; provided,however, that if they number less than a majority of the number provided forpursuant to Article 39 hereof or if the number of Outside Directors dropsbelow two, they may only act in an emergency, and must call a General Meetingof the Company for the purpose of electing Directors to fill any or allvacancies, so that at least a majority of the number of Directors provided forpursuant to Article 39 hereof, or at least two Outside Directors, as thecase may be, are in office as a result of said meeting.

43.           Vacationof Office

(a)           The office of a Director shall be vacated by theDirector's written resignation.  Such resignation shall becomeeffective on the date fixed therein, or upon the delivery thereof to theCompany, whichever is later.

(b)           The Company will be entitled, at any time, byresolution of the shareholders at a Special General Meeting, to discharge fromoffice any Director, provided such Director is given a reasonable opportunityto state his or her case before the shareholders at the General Meeting.  Thepower granted by this sub-article shall not apply to Outside Directors, unlesssuch discharge is effected in accordance with Section 246 of the Companies Law.

(c)           The office of a Director shall be vacated, ipsofacto, upon the occurrence of any of the following: (i) such Director's death,(ii) such Director is convicted of a crime as described in Section 232 of theCompanies Law, (iii) such Director is removed by a court of law in accordancewith Section 233 of the Companies Law, (iv) such Director becomes legallyincompetent, or (v) such Director is declared bankrupt, or (vi) if suchDirector is a corporate entity, upon its winding-up liquidation, whethervoluntary or involuntary.

44.           Remunerationof Directors

No Director shall be paid any remuneration by the Company forsuch Director's services as a member of the Board of Directors or for any otherservices provided to the Company, unless such remuneration has been approvedpursuant to the provisions of the Companies Law.

45.           Conflictof Interests

Subject to the provisions of the Companies Law, the Companymay enter into any contract or otherwise transact any business with any OfficeHolder in which contract or business such Office Holder has a personalinterest, directly or indirectly; and may enter into any contract of otherwisetransact any business with any third party in which contract or business anOffice Holder has a personal interest, directly or indirectly.

46.           [IntentionallyOmitted]

 

PROCEEDINGS OF THE BOARD OF DIRECTORS

47.           Meetings

(a)           The Board of Directors shall convene meetings asrequired to fulfill the needs of the Company, but in any event shall convene atleast one meeting in every three month period.  The Board ofDirectors may meet and adjourn its meetings and otherwise regulate suchmeetings and proceedings as the Directors think fit.  Meetings of theBoard of Directors may be held telephonically or by any other means ofcommunication provided that each Director participating in such meeting canhear all of the other Directors participating in such meeting.

(b)           The Chairman of the Board of Directors mayconvene a meeting of the Board of Directors, but not less than two (2) days'written notice shall be given of any meeting, unless such notice is waived inwriting by all of the Directors as to a particular meeting.  Thenotice of meeting shall include the agenda of the meeting.    

(c)           Upon the receipt of a written request under anyof the following circumstances, the Chairman of the Board of Directors shall,and in the absence of a Chairman, any Director receiving such written requestshall, convene a meeting of the Board of Directors, but not less than two (2)days' written notice shall be given of any meeting, unless such notice iswaived in writing by all of the Directors as to a particular meeting:

(i)            upon the receipt of awritten request from any two Directors, or in the event that there are five orless Directors serving in office at the time, upon the written request of anyDirector;

(ii)           upon the receipt of awritten request from any Director requesting that a meeting be adjourned andstating that he or she has learned of an alleged violation of the law or  properbusiness procedure by the Company. 

(iii)          upon the receipt of anywritten request from the Chief Executive Officer of the Company requesting anaction of the Board of Directors; or

(iv)          upon the receipt of a writtenrequest from the independent auditor(s) of the Company regarding material flawsin the oversight of the Company's internal accounting methods.

48.           Quorum

(a)           Until otherwise unanimously decided by the Boardof Directors, a quorum at a meeting of the Board of Directors shall beconstituted by the presence, in person or represented by an Alternate Director,of a majority of the Directors then in office who are lawfully entitled toparticipate in the meeting (as conclusively determined by the Chairman of theBoard of Directors).

(b)           If within an hour from the time appointed forthe meeting a quorum is not present, the meeting shall stand adjourned to suchtime, date and place as the Chairman may determine, provided that not less thantwo (2) days' written notice shall have been provided to each of the Directorsof such meeting.  No business shall be transacted at any adjournedmeeting except business that might lawfully have been transacted at the meetingas originally called.  At such adjourned meeting, any two (2) memberspresent in person or represented by an Alternate Director shall constitute aquorum.

(c)           Notwithstanding anything to the contrary in thisArticle 48, the quorum for purposes of discussing and resolving upon thetermination or suspension of the services of the Internal Auditor of theCompany shall be a majority of the Directors then in office.

49.           Chairmanof the Board of Directors

The Board of Directors may from time to time elect one of itsmembers to be the Chairman of the Board of Directors, remove such Chairman fromoffice and appoint another in its place.  The Chairman of the Boardof Directors shall preside at every meeting of the Board of Directors, but ifthere is no such Chairman, or if at any meeting he is not present withinfifteen (15) minutes of the time fixed for the meeting, or if the appointedChairman is unwilling to take the chair, the Directors present shall choose oneof their number to be the chairman of such meeting.  The ChiefExecutive Officer of the Company shall not serve as the Chairman of the Boardof Directors, and the Chairman of the Board of Directors shall not be grantedauthorities of the Chief Executive Officer, unless such appointment, or grant,as the case may be, is approved by the shareholders in a General Meeting inaccordance with Section 121(c) of the Companies Law.  The office ofChairman shall not entitle such Director to a second or casting vote.  

50.           Validityof Acts Despite Defects

Subject to the provisions of theCompanies Law, all acts done bona fide at any meeting of the Board ofDirectors, or of a Committee of the Board of Directors, or by any person(s)acting as Director(s), shall, notwithstanding that it may afterwards bediscovered that there was some defect in the appointment of the participants insuch meetings or any of them or any person(s) acting as aforesaid, or that theyor any of them were disqualified, be as valid as if there were no such defector disqualification. 

 

MINUTES

51.           Minutes

(a)           Minutes of each General Meeting and of eachmeeting of the Board of Directors (or any committee thereof) shall be recordedand duly entered in books provided for that purpose.  

(b)           Any minutes as aforesaid, if purporting to besigned by the chairman of the meeting or by the chairman of the next succeedingmeeting, shall constitute prima facie evidence of the matters recorded therein.

 

Chief Executive officer

52.           ChiefExecutive Officer

(a)           The Board of Directors shall from time to time appointone or more persons, whether or not Directors, as Chief Executive Officers(s)of the Company and may confer upon such person(s), and from time to time modifyor revoke, such title(s) (including General Manager, Managing Director,Director General or any similar or dissimilar title).  Theappointment of the Chief Executive Officer(s) may be either for a fixed term orwithout any limitation of time.  The Board of Directors may from timeto time remove or dismiss the Chief Executive Officer(s) from office andappoint another or others in the Chief Executive Officer(s)'s place.

(b)           The Chief Executive Officer(s) shall manage thebusiness of the Company, subject to the policies established by the Board ofDirectors, such limitations and restrictions as are set forth in these Articlesor as the Board of Directors may from time to time prescribe, and theprovisions of the Companies Law.  

(c)           The Board of Directors may from time to timedetermine the Chief Executive Officer(s) salary and other terms and conditionsof the Chief Executive Officer's employment, subject to the provisions of theCompanies Law.

(d)           Subject to the provisions of the Companies Lawand provided the Board of Directors has authorized him or her to do so, theChief Executive Officer of the Company may appoint additional Officer Holders(as such term is defined in the Companies Law) of the Company (other thanDirectors and Chief Executive Officers), and determine the duties and powers ofsuch Office Holders, and the terms and conditions of such Office Holders'employment.  The Chief Executive Officer shall notify the Board ofDirectors of each such appointment at the first meeting of the Board ofDirectors following such appointment.

 

INTERNAL AUDITOR

53.           InternalAuditor

The Boardof Directors shall appoint an internal auditor pursuant to a recommendation ofthe Audit Committee.  The following persons shall not serve as theInternal Auditor of the Company: (i) any Interested Party of the Company; (ii)any Office Holder of the Company; (iii) any relative of either of theforegoing; and (iv) the Company`s independent auditor(s) or anyone on theirbehalf.

 

INDEMNIFICATION AND INSURANCE

54.           ExemptionFrom Duty Of Care

Subject to the provisions of the Companies Law including thereceipt of all approvals as required therein or under any applicable law, theBoard of Directors may resolve in advance to exempt an Office Holder from allor part of such Officer Holder's responsibility or liability for damages causedto the Company due to any breach of such Office Holder's duty of care towardsthe Company.

55.           Indemnification

(a)           Subject to the provisions of the Companies Lawincluding the receipt of all approvals as required therein or under anyapplicable law, the Company may indemnify any Office Holder to the fullestextent permitted by the Companies Law. 

(b)           Subject to the provisions of the Companies Lawincluding the receipt of all approvals as required therein or under anyapplicable law, the Board of Directors may resolve retroactively to indemnify anOffice Holder with respect to the following liabilities and expenses, providedthat such liabilities or expenses were incurred by such Officer Holder in suchOfficer Holder's capacity as an Officer Holder of the Company:

(i)            amonetary liability imposed on an Office Holder pursuant to a judgment in favorof another person, including a judgment imposed on such Office Holder in acompromise or in an arbitration decision that was approved by a court of law;and

(ii)           reasonable legal expenses, includingattorney's fees, which the Office Holder incurred or with which the OfficerHolder was charged by a court of law, in a proceeding brought against theOfficer Holder, by the Company or by another on behalf of the Company, or in acriminal prosecution in which the Officer Holder was acquitted, or in acriminal prosecution in which the Office Holder was convicted of an offensethat does not require proof of criminal intent.

(c)           Subject to the provisions of the Companies Lawincluding the receipt of all approvals as required therein or under anyapplicable law, the Board of Directors may resolve in advance to indemnify theCompany's Officer Holders for those liabilities and expenses described inSub-Article 55(b)(ii), provided that (i) in the opinion of the Board ofDirectors such liabilities and expenses can be foreseen at the time theundertaking to indemnify is provided, and (ii) the Board of Directors shall seta reasonable limit to the amounts for such indemnification under thecircumstances. 

56.           Insurance

(a)           Subject to the provisions of the Companies Lawincluding the receipt of all approvals as required therein or under anyapplicable law, the Company may enter into an agreement to insure an OfficeHolder for any liability that may be imposed on such Office Holder inconnection with an act performed by such Officer Holder in such Office Holder'scapacity as an Officer Holder of the Company, with respect to each of thefollowing:

(i)            violationof the duty of care of the Office Holder towards the Company or towards anotherperson;

(ii)           breach ofthe fiduciary duty towards the Company, provided that the Office Holder actedin good faith and with reasonable grounds to assume that the action in questionwas in the best interests of the Company; and

(iii)          afinancial obligation imposed on the Office Holder for the benefit of anotherperson.

(b)           The Company may procure insurance for orindemnify any person who is not an Office Holder, including without limitation,any employee, agent, consultant or contractor, provided, however, that any suchinsurance or indemnification is in accordance with the provisions of theseArticles and the Companies Law.

57.           Inapplicabilityof Articles 54, 55, and 56(a)

(a)            Articles 54, 55 and 56(a) shall notapply under any of the following circumstances:

(i)            a breach of an Office Holder'sfiduciary duty, if the Officer Holder did not act in good faith and withreasonable grounds to assume that the action in question was in the bestinterest of the Company;

(ii)           a grosslynegligent or intentional violation of an Office Holder's duty of care;

(iii)          anintentional action by an Office Holder in which such Office Holder intended toreap a personal gain illegally; and

(iv)          a fine orransom levied on an Office Holder.

 

RIGHTS OF SIGNATURE and RUBBER STAMP

58.           Rightsof Signature and Rubber Stamp

(a)           The Board of Directors shall be entitled toauthorize any person or persons (who need not be Directors) to act and sign onbehalf of the Company, and the acts and signature of such person(s) on behalfof the Company, together with the Company's rubber stamp or the Company's namein print or handwriting, shall bind the Company insofar as such person(s) actedand signed within the scope of such person's authority.

(b)           The Company shall have at least one officialrubber stamp.

 

DIVIDENDS

59.           Declarationof Dividends

Subject to the Companies Law, the Board of Directors may fromtime to time declare, and cause the Company to pay, such dividends as mayappear to the Board of Directors to be justified by the profits of the Company.  Subjectto the Companies Law, the Board of Directors shall determine the time forpayment of such dividends and the record date for determining the shareholdersentitled thereto.

60.           AmountPayable by Way of Dividends

Subject to the rights of the holders ofshares with special rights as to dividends, any dividend paid by the Companyshall be allocated among the shareholders entitled thereto in proportion to thenominal value of their respective holdings of the shares in respect of which suchdividend is being paid.

61.           Paymentin Specie

Upon the recommendation of the Board of Directors approved bya resolution at a General Meeting of the shareholders, a dividend may be paid,wholly or partly, by the distribution of specific assets of the Company or bydistribution of paid up shares, debentures or debenture stock of the Company orof any other companies, or in any one or more of such ways.

62.           Implementationof Powers under Articles 60 and 61

For the purpose of giving full effect to any resolution underArticles 60 or 61, the Board of Directors may settle any difficulty whichmay arise in regard to the distribution as it thinks expedient, and, inparticular, may issue fractional certificates, and may determine the value fordistribution of any specific assets, and may determine that cash payments shallbe made to any shareholders upon the footing of the value so fixed, or thatfractions of less value than the nominal value of one share may be disregardedin order to adjust the rights of all parties, and may vest any such cash,shares, debentures, debenture stock or specific assets in trustees upon suchtrusts for the persons entitled to the dividend or capitalized fund as may seemexpedient to the Board of Directors.  

63.           Deductionsfrom Dividends

The Board of Directors may deduct from any dividend or othermoneys payable to any shareholder in respect of a share any and all sums ofmoney then payable by such shareholder to the Company on account of calls orotherwise in respect of shares of the Company and/or on account of any othermatter of transaction whatsoever.

64.           Retentionof Dividends

(a)           The Board of Directors may retain any dividendor other moneys payable or property distributable in respect of a share onwhich the Company has a lien, and may apply the same in or toward satisfactionof the debts, liabilities, or engagements in respect of which the lien exists.

(b)           The Board of Directors may retain any dividendor other moneys payable or property distributable in respect of a share in respectof which any person is, under Articles 22 or 23, entitled to become ashareholder, or which any person is, under said Articles, entitled to transfer,until such person shall become a shareholder in respect of such share or shalltransfer the same.

65.           UnclaimedDividends

All unclaimed dividends or other moneys payable in respect ofa share may be invested or otherwise made use of by the Board of Directors forthe benefit of the Company until claimed.  The payment by theDirectors of any unclaimed dividend or such other moneys into a separateaccount shall not constitute the Company a trustee in respect thereof, and anydividend unclaimed after a period of three (3) years from the date ofdeclaration of such dividend, and any such other moneys unclaimed after a likeperiod from the date the same were payable, shall be forfeited and shall revertto the Company; provided, however, that the Board of Directors may, at itsdiscretion, cause the Company to pay any such dividend or such other moneys, orany part thereof, to a person who would have been entitled thereto had the samenot reverted to the Company.

66.           Mechanicsof Payment

Any dividend or other moneys payable in cash in respect of ashare may be paid by check sent through the post to, or left at, the registeredaddress of the person entitled thereto or by transfer to a bank accountspecified by such person (or, if two or more persons are registered as jointholders of such share or are entitled jointly thereto in consequence of thedeath or bankruptcy of the holder or otherwise, to any one of such persons orto his bank account), or to such person and at such address as the personentitled thereto may by writing direct.  Every such check shall bemade payable to the order of the person to whom it is sent, or to such personas the person entitled thereto as aforesaid may direct, and payment of thecheck by the banker upon whom it is drawn shall be a good discharge to theCompany.  Every such check shall be sent at the risk of the personentitled to the money represented thereby.

67.           Receiptfrom a Joint Holder

If two or more persons are registered as joint holders of anyshare, or are entitled jointly thereto in consequence of the death orbankruptcy of the holder or otherwise, any one of them may give effectualreceipts for any dividend or other moneys payable or property distributable inrespect of such share.

 

ACCOUNTS

68.           Booksof Account

The Board of Directors shall cause accurate books of accountto be kept in accordance with the provisions of the Companies Law and of anyother applicable law.  Such books of account shall be kept at theRegistered Office of the Company, or at such other place or places as the Boardof Directors may think appropriate, and they shall always be open to inspectionby all Directors.  No shareholder, not being a Director, shall haveany right to inspect any account or book or other similar document of theCompany, except as conferred by law or authorized by the Board of Directors orby a resolution of a General Meeting of the Company.

69.           FiscalYear

                TheCompany's fiscal year shall commence on January 1st and end on thefollowing December 31st.

70.           Audit

The Company shall prepare financial statements in accordancewith generally accepted accounting principles consistently applied and asrequired by the Companies Law and any other applicable law.  TheCompany`s annual financial statements shall be audited for correctness by theCompany's auditor and shall be approved and signed by the Board of Directors. 

71.           Auditors

(a)           The shareholders of the Company shall appoint anindependent auditor(s) of the Company at the Annual General Meeting.  Suchappointment shall be in force until the end of the fiscal year for which theappointment is made, or for a longer period if so resolved at the AnnualGeneral Meeting, but in no event for a period of more than three fiscal years.The shareholders of the Company may remove the independent auditor(s) at anytime.

(b)           The appointment, authorities, rights and dutiesof the independent auditor(s) of the Company shall be regulated by applicablelaw. 

(c)           The Board of Directors shall determine theremuneration of the independent auditor(s) and report to the shareholders onsuch remuneration at the Annual General Meeting.

 

Donations

72.           Donations

The Company shall be entitled to donate reasonableamounts to a cause which the Board of Directors deems worthy, even if suchdonation is not motivated by business considerations.  

 

NOTICES

73.           Notices

(a)           Any written notice or other document may beserved by the Company upon any shareholder personally or by sending it by mailaddressed to such shareholder at such shareholder's address as described in theShare Register or such other address as such shareholder may have designated inwriting for the receipt of notices and other documents.  Any writtennotice or other document may be served by any shareholder upon the Company bytendering the same in person to the Secretary or the Chief Executive Officer ofthe Company at the principal office of the Company or by sending it by prepaidregistered mail (airmail if posted outside Israel) to the Company at itsRegistered Address.  Any such notice or other document shall bedeemed to have been served two (2) business days after it has been posted (five(5) business days if sent to a place not located on the same continent as theplace from where it was posted), or when actually received by the addressee ifsooner than two (2) days or five (5) days, as the case may be, after it hasbeen posted, or when actually tendered in person, to such shareholder (or tothe Secretary or the Chief Executive Officer); provided, however, that noticemay be sent by e-mail, facsimile or other electronic means and confirmed byregistered mail as aforesaid, and such notice shall be deemed to have beengiven twenty-four (24) hours after such e-mail, facsimile or other electroniccommunication has been sent or when actually received by such shareholder (orby the Company), whichever is earlier.  If a notice is, in fact,received by the addressee, it shall be deemed to have been duly served, whenreceived, notwithstanding that it was defectively addressed or failed, in somerespect, to comply with the provisions of this Article 73(a).

(b)           All notices to be given to the shareholdersshall, with respect to any share to which persons are jointly entitled, begiven to whichever of such persons is named first in the Share Register, andany notice so given shall be sufficient notice to the holders of such share.

(c)           Any shareholder whose address is not describedin the Share Register, and who shall not have designated in writing an addressfor the receipt of notices, shall not be entitled to receive any notice fromthe Company.

 

WINDING UP

74.           WindingUp

Subject to the rights of the holders of shares with specialrights as to liquidation, if the Company be wound up on liquidation ordissolution, then, subject to applicable law, all the assets of the Companyavailable for distribution among the shareholders shall be distributed to themin proportion to the respective percentage holdings of all of the OrdinaryShares (assuming for purposes of this calculation, the conversion of any otherclass of shares into Ordinary Shares).

 

 

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