EX-3.1 2 ex3-1.htm

展示文件3.1

那個公司法，5759-1999

經修正和重述的章程

1995年。

興高采烈的製藥有限公司

גלמד פרמסוטקלס בע” מ

初步

(a)

在除非上下文另有要求，否則這些條款：

	(a)	交易「年度股東大會」應按照下文第50條規定的定義

	(b)	董事會 “董事會「」或「」董事會「董事會」指公司的董事會。

	(c)	A “董事會議”指董事會會議。

	(d)	該公司法”指1999年第5759號公司法或任何可能取代或修改該法律的法律，隨時可能生效。

	(e)	該公司”指Galmed Pharmaceuticals Ltd。

	(f)	A “特別股東大會「」應具有本條款第50條下所規定的含義。

	(g)	一個 “「非常交易」表示任何第三方進行的要約收購、交換要約、合併、重組、收購、業務組合、出售、資本重組、或其他交易，每種情況下都導致公司控制權的變更或全部或實質性地出售、租賃或交換其財產和資產，包括商譽和公司特許經營權；”應具有公司法中規定的含義。

	(h)	A “股東大會”表示股東會議，不論是年度股東大會還是特別股東大會，均如本處所定義。

	(i)	該 “辦公室「」指公司目前的註冊辦公室。

	(j)	一個官員「」應具有《公司法》中所規定的含義。

	(k)	這個註冊「」指定在第93條中規定的股東主冊，須根據《公司法》保留，以及/或者，如果公司有任何附加或分部登記表，相應的附加或分部登記表（視情況而定）。

	(l)	“限制性交易法” 意指以色列限制性貿易慣例法，5748-1988。

	(m)	“SEC「」代表美國證券交易委員會。

	(n)	“證券法「」指的是以色列證券法，5728-1968年。

	(o)	A “股東出售的普通股「」指的是註冊在股東名冊上的公司股東。

	(p)	A “股東決議「」指的是公司表決權的簡單多數通過的決議，親自或通過代理人代表，並對此表決，除非根據當時公司法或這些章程對此事項需要不同多數時，投票時的要求多數，否則爲「」股東決議「」表示經過必要多數通過的決議。

	(b)	主題根據本條的規定，除非上下文另有要求，否則在本條款中使用的措辭和表述定義在《公司法》或本條款對公司具有約束力之日生效的任何修改中公司，應具有如此定義的含義，導入單數的詞語應包括複數，反之亦然，導入單數的單詞男性性別應包括女性和中性，反之亦然，引入人的詞語應包括法人團體並且此處使用的標題不應被視爲影響本協議任何條款的解釋。

	(c)	這個公司可以向董事會決定和批准的任何有價值的事業捐贈合理的款項，即使此類捐款不是出於業務考慮而設計的。

目的

2.	這個公司的目的是從事任何合法活動。

計劃可用的股票股份。最多可發行的普通股爲25,230,000股，根據第7(f)條的規定進行調整。公司應爲計劃下的獎勵保留這樣數量的股份，根據第7(f)條的規定進行調整。如果計劃下的獎勵或部分獎勵到期或未行使、無法行使、被沒收或以任何其他方式終止、自願放棄或取消了任何股票，或者如果在任何獎勵下向公司交出普通股票（無論是否根據任何獎勵獲得），則此類獎勵下的股票和所交出的股票以後將可用於計劃下的進一步獎勵。

3.	這個每位股東的責任僅限於作爲發行股票的對價而欠公司的未付款項（如果有）該股東持有的本公司股份。

股本

4.	(a)	公司的授權股本爲90,000,000（九千萬）新以色列謝克爾（“以色列新謝克爾分爲50,000,000（五千萬）每股1.80新以色列謝克爾，每股新謝克爾和八十阿哥拉的普通股，所有等級平價 (“普通股”).

	(b)	有關股份的所有未認領股息或其他應付款項可以由董事會投資或以其他方式用於公司的利益，直至被認領。董事會向任何未認領股息或其他款項支付的轉入單獨帳戶不構成公司在此方面的受託人。任何股息或其他款項的本金（僅限本金）應如被認領，支付給其有權人。任何股息在宣告後的三（3）年內未認領的，將被公司收取爲公司的利益；

股份

5.	沒有損害先前賦予本公司現有股份持有人的任何特殊權利，本公司可不時地有時，通過股東決議，提供具有此類優先權或延期權或贖回權或其他特殊權利的股份可能規定的權利和/或此類限制，無論是股息、投票、股本償還還是其他方面在這樣的股東決議中。

6.	(a)

	(b)	賬目與審計必要時修改

	(c)

7.	(a)

	(b)	不減損上述第52條的規定，任何在登記簿中未描述地址的股東，以及未以書面方式指定接收通知的股東，將不享有公司發出的任何通知的權利。

8.	如果按照分配任何股票的条件，其全部或部分价款应分期支付，每期到期时应由该股票的当前注册持有人支付或不时支付给公司，或者由其管理人员支付。

9.	(保留)。

10.	除非本章另有规定，否则公司有权将任何股票的注册持有人视为其绝对所有者，因此，除非由有管辖权的法院命令，或者依据法律要求，公司不受任何其他人对该股票的任何权益或利益的主张的约束，公司也不受任何关于任何股票的权益、有条件的权益、未来的权益或部分权益，或者关于任何股票的任何权利的约束或要求，除了在当前注册持有人对全部股票拥有绝对权利之外。

分享證書

11.	公司股份證書將由該公司的印章或橡皮圖章簽發，並應載有兩名董事的手動或複印簽名，或一名董事和公司秘書的手動或複印簽名，或董事會授權的其他人員。如果任何簽署或其複印簽名被放置在股票證書上的董事、官員或其他授權人在發行該證書之前已經不再擔任這樣的董事、官員或授權人，公司可以對外發行該證書，效力與其在發行日期為該董事、官員或授權人一樣。股份證書每位股東有權免費收取一張股份證書，代表著其名下所有已註冊的股份總額。

12.	對於兩人或兩人以上名義註冊的股份證書，應交付給在關於該共同擁有權方面排在第一位的人，且該交付將被視為對所有共同擁有者的充分交付。公司不必為共同持有人發行超過一張股份證書。

13.	股票證券登記為兩個或兩個以上人名下的，應交付給登記冊上第一位在共同擁有權方面的人，且該交付將被視為對所有共同擁有人的充分交付。公司不必為共同持有人發行超過一張股份證書。

14.	如果一張股票證書被毀損、遺失或毀壞，可憑證據、提供賠償及支付董事會認為適當的手續費（如有），進行更新。

看漲

15.	董事會可能不時根據其認為適當的情況，要求股東就其持有的股份上尚未支付的所有款項作出看漲，以及根據股份的分配條件在未在固定時間支付的情況下，每位股東應支付董事會指定的時間、地點及人士所要求支付的每筆看漲。看漲款項可分期支付，當董事會通過授權該看漲的決議時，即被視為已提出看漲。

16.	至少應提前十四天通知任何看漲，並明確指定付款時間、地點以及應向誰支付該看漲，前提是在看漲支付時間之前，董事會可通過書面通知股東撤銷該看漲，或延長支付時間。

17.	股份的共同持有人應共同及分別對其賬戶中所有該股份的看漲負責。

18.	如果根據任何股份的發行條款或其他方式，任何金額在任何固定時間支付或分期支付在固定時間，無論是股份的名義價值或是溢價，每筆金額或分期支付應如同其經董事會適當通知的看漲一樣支付，且所述看漲條款中的所有規定均適用於該金額或該分期。

19.	如果任何看漲款項未於應付款日期前支付，則對該看漲提出或分期到期的股份當時所有人應對該金額支付利息，自支付日期起計至實際支付為止，利率為當時法律允許的最高率，或如董事會不時確定的較低利率。但董事會得放棄支付利息的部分或全部。任何股東在支付其持有的每一股份上時，無論獨自或聯同其他人一起支付所有當前應支付的看漲及利息及費用（如有）前，均無權收取任何股息或行使任何股東特權。

20.	如董事會認為合適，它可以從任何願意提前支付的股東那裡收取任何因尚未被要求的股份或尚未到期支付日期而尚未支付的所有或任何金額，除非與該股東另有協議，董事會可以支付給他支付日期呈到期狀態前的所有或任何提前支付的金額利息，利息按照董事會和該股東之間協議的利率進行，董事會可以隨時通知該股東並提前給付任何提前支付的金額。

21.	董事會可以判斷股東之間在任何要求金額和支付日期方面的差異。

沒收和留置權

22.	如果任何股東未能在約定的支付日或之前支付任何看漲款或分期付款，董事會可在此後的任何時間，只要該款項或分期付款仍未償還，決定沒收全部或部分股份，如下所規定，並支付任何可能已產生的利息以及任何因此未付款而產生的所有費用。

23.	對任何此類決議的通知將送達股東。該通知將具體指明一個日期（該通知日期起至少不少於14天），以及應支付該款項或分期付款以及上述利息和費用的地點或地點。該通知還將聲明，如果在約定的時間和地點或之前未支付，則已經為其發出看漲或需支付的股份將自動被取消購買，除已完全支付的股份外。

24.	如前述任何取消資格，應包括有關被取消資格股票所宣布但未實際支付的所有分紅派息。

25.	任何被取消資格的股份將歸公司所有，董事會可以根據本文規定，自行出售、重新分配和以其認為合適的其他方式處置該股份。

26.	董事會可以在任何被取消資格的股份出售、重新分配或以其他方式處置之前的任何時間，根據其認為合適的條件取消取消資格。此項取消不得阻止董事會根據這些章程再行行使取消資格權利。

27.	任何已被取消資格的股東將因其被取消資格的股份而停止成為有關股份的股東，但仍應對公司支付並立即支付有關股份在取消資格時所欠的所有呼叫款、分期款、利息和費用，以及自取消資格以來直到付清的利息，最高利率按照當時法律規定，董事會可以強制收取該等款項或其中任何部分，如果認為適當，但不負有任何義務這樣做。

28.	有關取消資格的本文規定適用於對任何未支付已知金額的情況，根據股份的發行或分配條款，該金額應於固定時間內支付，無論是因股份名義價值或溢價而支付的，在乎該金額是否根據適當通知和交付的呼叫而支付，如該金額根據呼叫合理通知及交付支付，則應與其相同。

29.	除非公司以書面方式放棄或降低，公司對於每位股東名下註冊的所有股份（不考慮任何其他人對該等股份的任何公正或其他要求或權益），以及銷售收益，均享有對其債務、負債和義務的首要及至高無上的留置權，此等債務、負債或義務源自該等股東在任何未支付或部分支付股份方面應支付的任何數額, 無論該等債務、負債或義務是否到期。該留置權應適用於不時宣布或支付有關股份的所有分紅。除非董事會另行決定，公司對股份轉讓的註冊應被視為放棄有關股份的留置權（如有），即在該轉讓之前。

30.	為了強制執行該留置權，董事會可以以其認為適當的方式出售該等股份；但在債務、負債和承擔義務的履行或清償時間到期之前，不得進行出售，並且在公司打算出售的書面通知已向該股東、其遺囑執行人或管理人發出，並且該債務、負債或承擔義務在此通知後七天內沒有履行、清償或解除。

31.	在支付相關費用後，該等出售的淨收益將用於清償該股東的債務、負債或承擔（包括尚未到期支付或清償的債務、負債和承擔），剩餘部分（如有）將支付給股東、其遺囑執行人、管理人或受讓人。

32.	根據前述授予權力而進行的任何喪失後或為強制執行留置權而進行的出售，董事會可能指定某人執行已售股份的轉讓契約，並使買方的名字在有關已售股份的登記冊上登記，買方不需要檢查程序的合法性或購買款項的使用情況，並且在其名字已在有關股份登記冊上登記後，該出售的有效性不得被任何人質疑，且任何因出售而受損的人的救濟，如根據法律條款存在任何救濟理由，僅可向公司尋求賠償。

股份的轉讓和股份變速器

33.	(a)	公司未全額認購的股份轉讓需經董事會批准。董事會有權自行酌情決定不批准前述股份轉讓，無需提供決定理由。

	(b)	已全額認購的股份轉讓不受董事會批准。

34.	未經董事會核准，不得登記股份轉讓；若需要核准，必須提交適當的轉讓工具給公司（或其轉讓代理人），並附上已轉讓股份的股票證明書（如已發行），以及董事會可能要求的其他證據，以證明轉讓者對轉讓股份的權利，以使董事會滿意。

35.	(a)	轉讓工具應由轉讓人和受讓人簽署，並且在受讓人就其轉讓的股份在登記冊上註冊之前，公司將視轉讓人為股份的擁有人。董事會可以決定，就全額支付的股份轉讓，轉讓工具僅需由轉讓人簽署。董事會還可以決定，在轉讓工具上的證人簽名並非必要。任何股份的轉讓工具應以董事會批准的一般或已接受的形式或形式書面為之。

	(b)	公司可以就股份轉讓的註冊收取費用，費用可由董事會不時確定的合理率收取。

36.	已登記的轉讓工具將保留在公司名下；但是，董事會拒絕根據上述第33(a)、34或35條進行登記的轉讓工具，在交付者的要求下，將會一併返還給該人，並附上股票證明書（如有交付）。

37.	已故單獨持股人的遺囑執行人及管理人，或者如果沒有遺囑執行人或管理人，則作為已故單獨持股人的繼承人有利權的人，將是公司唯一承認對該股份擁有任何權利的人。在兩個或多個持有人名下登記的股份的情況下，公司將承認存活者或存活者為唯一擁有對該股份的任何權利或利益的人。此處未包含的任何內容都不會使已故共同持股人名下的股份豁免他在任何共同持有的股份方面的任何責任。

38.	任何人因他人死亡而有資格獲得股份的，只要出示遺囑公正書、管理人聘書、繼承宣誓書或董事會認為足夠的其他證據以證明他在當事人身分或其擬根據本條款行事的標題方面的身分，即可登記為該股份的股東，或者在遵守此處有關轉讓的規定下，轉讓該股份。

39.	公司可以承認清盤或解散中任何股東的接管人或清算人，或申請破產的股東的破產受託人，或破產重整法庭或倒閉股東的任何官方受託人有權獲得以該股東名義登記的股份。

40.	清盤或解散中任何股東的接管人或清算人，或申請破產的股東的破產受託人，或破產重整法庭或任何破產股東的官方受託人，只要出示董事會認為足夠的證據，以證明他在根據本條款行事的身分或其標題方面具有此身分，可能在董事會同意的情況下（董事會拒絕給予同意時可以不提供理由）被登記為該股份的股東，或者在遵守此處有關轉讓的規定下，轉讓該股份。

41.	轉讓使股份歸屬之人，有權收取並簽發任何該股份應支付之分紅派息或其他金錢，但他無權收取通知，缺席參加或投票公司股東大會，除非他在註冊冊上登記，或本章程另有規定，方可行使股東之任何權利或特權。

可贖回股份

42.	公司可以根據公司法的規定發行可贖回股份並贖回。

股本變更及增加

43.	公司可能不時通過股東決議而增加股本，不論已否發行所有授權股份，或者已發行的全部股份是否被要求付款，並且透過發行新股股份來增加股本，這種增加會以特定金額的股份形式發行，並根據創建該決議的條款和條件，附有特定的權利和好處。特別地，股份可以發行具有優先或延遲股息分紅或資產分配權利、特殊、有限或無表決權的特定或限制性條款。

44.	除非決議授權增加股本另有規定，新股份將適用於原始股本的相同條款，涉及要求付款、留置權、喪失、轉讓、變速器等事宜。

45.	公司可能根據股東決議依照公司法進行，受公司法規定和主管機構的約束。

	(a)	consolidate its share capital or any portion thereof and divide it into shares of larger nominal value than its existing shares;

	(b)	divide its existing shares or any portion thereof by subdivision into shares of smaller nominal value;

	(c)	cancel any unissued shares provided there is no obligation of the Company, including a contingent obligation, to issue the shares, and reduce in such manner its share capital by the amount of the shares which are cancelled; and/or

	(d)	reduce its share capital in any manner permitted by law and subject to any condition required by law.

46.

With respect to any consolidation of issued shares into shares of larger nominal value, 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, including, inter alia, by means of one or more of the following actions, subject to applicable law:

	(a)	determine, as to the holder of shares so consolidated, which issued shares shall be consolidated into each share of larger nominal value;

	(b)	allot, in contemplation of or subsequent to such consolidation or other action, such shares or fractional shares sufficient to preclude or remove fractional shareholdings;

	(c)	redeem in the case of redeemable shares, and subject to applicable law, such shares or fractional shares sufficient to preclude or remove fractional shareholdings; and

(d)

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 to pay the transferors the fair value of fractional shares so transferred, and the Board of Directors is hereby authorized to act as agent for the transferors and transferees with power of substitution for purposes of implementing the provisions of this Article.

Purchase of the Company’s Shares

47.

The Company may, subject to and in accordance with the provisions of the Companies Law, purchase or undertake to purchase, or provide finance and/or assistance or undertake to provide finance and/or assistance, directly or indirectly, with respect to the purchase of, its shares or securities which may be converted into shares of the Company or which confer rights upon the holders thereof to purchase shares of the Company.

Borrowing Powers

48.

The Board of Directors may from time to time, at its discretion, borrow or secure the payment of any sum or sums of money for the purposes of the Company. The Directors may raise or secure the repayment of such sum or sums in such manner, at such times and upon such terms and conditions in all respects as they think fit and, in particular, by the issue of bonds, perpetual or redeemable debentures, debenture stock or any mortgages, charges or other securities on the undertaking of the whole or any part of the property of the Company, both present and future, including its uncalled capital for the time being and its called but unpaid capital.

Record Date for General Meetings

49.

Notwithstanding any other provision of these Articles to the contrary, and subject to applicable law, the Board of Directors may fix a date, not exceeding 40 days prior to the date of any General Meeting, as the date as of which Shareholders entitled to vote at such meeting shall be determined, and all persons who are registered in the Register as holders of voting shares on such date and no others shall be entitled to vote at such meeting. A determination of Shareholders of record entitled to vote at any General Meeting shall apply to any adjournment of such meeting; provided however, that the Board may fix a new record date for the adjourned meeting.

General Meetings

50.	An annual General Meeting shall be held at least once in every calendar year, not later than 15 months after the last preceding annual General Meeting, at such time and place as the Board of Directors may determine, and such meetings shall be called “Annual General Meetings”. The function of Annual General Meetings shall be to elect Directors in accordance with these Articles, receive and consider the profit and loss account, the balance sheet and the ordinary reports and accounts of the Directors and auditors, appoint auditors and transact any other business which under these Articles or applicable law may be transacted by the shareholders of a company in general meeting. All other General Meetings shall be called “Special General Meetings”.

51.	The Board of Directors may whenever it thinks fit convene a Special General Meeting, and it shall be obliged to do so upon a request in writing as provided in the Companies Law.

52.	(a)	The Company shall not be required to deliver or serve notice (‘Hodaa’) of General Meetings or of any adjournments thereof to any Shareholder.

	(b)	Without derogating from the provisions of Article 52(a) above, the Company will publicize the convening of General Meetings in any manner reasonably determined by the Company, such as by filing an appropriate periodic report with the SEC, by posting a notice on the Company’s website or by publishing in one or more international wire services or in one or more newspapers, and any such publication shall be deemed duly made, given and delivered to all Shareholders on the date on which it is first made, posted, filed or published in the manner so determined by the Company in its sole discretion.

Proceedings at General Meetings

53.	(a)	No business shall be transacted at a General Meeting unless the requisite quorum is present at the commencement of the meeting. Unless otherwise provided in these Articles, two or more Shareholders, present in person or by proxy, holding shares conferring in the aggregate more than 33.33% of the voting rights of the Company on the record date, shall constitute a quorum.

	(b)	If within half an hour from the time appointed for the General Meeting a quorum is not present, the General Meeting, if convened by the Board upon the demand of Shareholders or upon the demand of less than 50% of the Directors then in office or directly by such Shareholders or Directors, shall be cancelled. Otherwise, if a General Meeting is called and no quorum is present within half an hour from the time appointed for such General Meeting, it shall stand adjourned to the same day in the following week, at the same time and place or to such other day, time and place as the Directors may determine and specify in the publication with respect to the General Meeting. It shall not be necessary to give notice of or publicize such adjournment. If at such adjourned General Meeting a quorum is not present within half an hour from the time stated, any two Shareholders present in person or by proxy shall constitute a quorum even if, between them, they represent shares conferring 33.33% or less of the voting rights of the Company.

54.

Unless otherwise prescribed by applicable law or by these Articles, a resolution of the Shareholders will be deemed adopted if approved at a General Meeting at which a quorum is present by a simple majority of the voting rights of the Company (as set forth in Article 62 below) represented personally or by proxy and voting thereon; provided, however, that a resolution with respect to the amendment or replacement of the Articles of Association of the Company shall require the affirmative vote of at least 75% of the voting rights of the Company represented personally or by proxy and voting thereon at a General Meeting at which a quorum is present.

55.	(a)	The Chairman of the Board of Directors will serve as the chairman of General Meetings of the Company. If such Chairman shall have indicated in advance that he will not be attending, or shall be unwilling to act in such capacity, or shall not be present within 15 minutes from the time stated for the commencement of the meeting, the most senior of the Directors present (such seniority to be determined by the length of time such person has served as a Director) and willing to do so will chair the meeting and, if no Director is present or if no Directors are willing to chair the meeting, those present may choose from amongst themselves a person to chair the meeting.

	(b)	The chairman of any General Meeting shall not be entitled to a second or casting vote.

56.	Every question submitted to a General Meeting shall be decided by a show of hands, but if a written ballot is demanded by a Shareholder, present in person or by proxy and entitled to vote at the meeting, the same shall be decided by a written ballot. A written ballot may be demanded 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 written ballot is demanded 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 the written ballot.

57.	If a written ballot is demanded as aforesaid, it shall be taken in such manner and at such time and place as the chairman of the General Meeting directs, and either at once or after an interval or adjournment, or otherwise, and the result of the written ballot shall be deemed to be the resolution of the General Meeting in respect of which the written ballot is demanded. The demand for a written ballot may be withdrawn at any time before the written ballot is taken.

58.	(a)	The demand for a written ballot shall not prevent the continuation of the General Meeting for the transaction of any business other than in respect of the question on which the written ballot has been demanded.

	(b)	A written ballot demanded on the election of a chairman or on a question of an adjournment of a General Meeting shall be taken forthwith.

59.	A declaration by the chairman of the General Meeting that a resolution has been carried unanimously, or carried by a particular majority, or rejected, and an entry to that effect in the book of proceedings 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.

60.	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 rights of the Company represented, personally or by proxy, at the General Meeting and voting on the question of adjournment, adjourn the same from time to time and from place to place and the chairman shall do so if so directed by the General Meeting; but no business shall be transacted at any adjourned General Meeting other than the business left unfinished at the General Meeting from which the adjournment takes place. The Company will publicly announce the adjournment and the matters to be included on the agenda of the adjourned General Meeting in the same manner in which it announced the convening of the original General Meeting.

61.	Subject to applicable law, a resolution in writing signed by all Shareholders then entitled to vote at General Meetings or to which all such Shareholders have given their written consent (including, but not limited to, by letter, telegram, telex, facsimile, electronic mail or otherwise) shall be deemed to have been adopted as if it were adopted as a Shareholder Resolution at a General Meeting duly convened and held. Any such resolution may consist of several documents in like form and signed or consented to as aforesaid, by one or more Shareholders.

Votes of Shareholders

62.	Subject to any special conditions, rights or restrictions as to voting rights set forth in the terms of issue of any shares or attached at the time to any class of shares, every Shareholder present in person or by proxy, whether in a vote by a show of hands or by written ballot, shall have one vote for each Ordinary Share of record held by him.

63.	A company or other corporate body being a Shareholder of the Company may duly authorize any person it deems fit to be its representative at any General Meeting or to execute or deliver a proxy on its behalf, as provided for below. Any person so authorized shall be entitled to exercise, on behalf of the corporation which he represents, all the powers which the corporation could have exercised if it were an individual Shareholder. Upon request of the chairman of the General Meeting, written evidence of such authorization (in a form reasonably acceptable to the chairman) shall be delivered to him.

64.	In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders; and for this purpose seniority shall be determined by the order in which the names stand in the Register.

65.	Shareholders may vote either personally or by proxy, or, if the Shareholder is a company or other corporate body, by a representative pursuant to Article 63 above or by a duly authorized proxy, as prescribed hereinafter.

66.	Any instrument appointing a proxy or representative shall be in writing under the hand of the appointer or of his attorney duly authorized in writing, or, if such appointer is a corporation, under its common seal if any, or under the hand of some officer duly authorized in that behalf.

67.	No Shareholder (or proxy or representative of a Shareholder) shall be entitled to vote at a General Meeting unless all calls or other sums presently payable in respect of his shares in the Company have been paid.

68.	Every instrument of proxy, whether for a specified General Meeting or otherwise, shall be in writing in such usual or accepted form or forms as shall be approved by the Board of Directors.

69.	A vote given in accordance with the terms of an instrument of appointment of proxy or representative shall be valid notwithstanding the previous death of the principal, or revocation of the appointment, or transfer of the share in respect of which the vote is given, unless notice in writing of the death, revocation or transfer shall have been received at the Office or by the chairman of the General Meeting before the vote is given.

The Board of Directors

70.	(a)	The number of Directors shall be not less than three and not more than eleven, including any External Directors (as defined below). Subject to the aforesaid, the number of Directors from time to time shall be determined, from time to time, by a majority of the Directors then in office; provided that no decrease in the number of Directors shall shorten the term of any incumbent Director.

	(b)	If at any time the Company shall be required to appoint independent or external directors, such as a public director or directors of any other type as may be required by law (“External Directors”), such directors shall serve on the Board at least in the number required by law. External Directors will be appointed, removed and serve pursuant to the relevant provisions of the law which apply to External Directors. If permitted by applicable law, External Directors will be appointed by the Board.

	(c)	The Directors, other than External Directors required by the Companies Law (who will be chosen and appointed, will serve and whose term will expire in accordance with applicable law), shall be appointed in accordance with the provisions of this Article.

	(d)	The Directors shall be divided into three classes, namely Class I, Class II and Class III (except for External Directors required by the Companies Law who shall not form part of any class and whose term shall be determined in accordance with applicable law and except for Directors appointed by the Board pursuant to Article 70(e) below). Initially, the Directors of each class shall be appointed or classified by Shareholder Resolution at the General Meeting at which these Articles are first adopted. Each of the classes shall be as nearly equal in number as possible. Each initial Director in Class I shall serve for a term expiring at the end of the Annual General Meeting held during the year 2015, each initial Director in Class II shall serve for a term expiring at the end of the Annual General Meeting held during the year 2016 and each initial Director in Class III shall serve for a term expiring at the end of the Annual General Meeting held during the year 2017. The initial Directors in Class I, Class II and Class III shall serve until the end of the relevant Annual General Meeting as set forth above and until their successors have been duly elected or until any such Director’s appointment terminates as provided in the Companies Law or due to any of the circumstances set forth in Article 73 below. At each Annual General Meeting, the successors to the class of Directors whose terms expire at the end of that meeting shall be elected by Shareholder Resolution to hold office for a term expiring at the end of the Annual General Meeting held in the third year following the year of their election and until their successors have been duly elected and qualified or until any such Director’s appointment terminates as provided for in the Companies Law or due to any of the circumstances set forth in Article 73 below, in such manner that after the initial terms of office set forth above, all Directors shall be appointed for terms of approximately three years, and approximately one-third of the Directors (not including External Directors) shall stand for election each year.

	(e)	Vacancies on the Board of Directors, however arising, including as a result of an increase in the number of Directors pursuant to Article 70(a) above, may be filled by a resolution of the majority of the Directors then in office. Each Director appointed in accordance with this Article 70(e) shall hold office until the end of the next Annual General Meeting or until such Director’s appointment terminates as provided for in the Companies Law or due to any of the circumstances set forth in Article 73 below.

	(f)	Notwithstanding the aforesaid, Directors may not be dismissed from office by the Shareholders or by a General Meeting prior to expiration of their term of office pursuant to Article 70(d) or (e) above, and the provisions of Section 230(a) of the Companies Law in this regard shall not apply.

	(g)	Except in the case of a person nominated by the Board of Directors, no person shall be eligible to be elected as a Director unless notice in writing of the intention to nominate such person is delivered to the Office not later than ten days, and not earlier than 40 days, prior to the date scheduled for the Annual General Meeting, signed by a Shareholder entitled to participate in and vote at the scheduled meeting, together with the written consent of the proposed nominee and such information regarding the proposed nominee as would have been required to be provided to the Company and declared upon by the proposed nominee under applicable law, had such nominee been nominated, or intended to be nominated, by the board of directors of a company and any other information reasonably requested by the Company.

(h)

(i)

In the event the number of nominees to serve as Directors at any Annual General Meeting is greater than the number of Directors to be elected at such Annual General Meeting as determined pursuant to these Articles, the Directors elected shall be those nominees who receive the greatest number of votes up to the number of Directors to be elected.

(ii)

In the event the number of Directors to be elected at any Annual General Meeting (other than External Directors) is greater than the number of Directors in that class of Directors whose terms expire at such meeting, then the Annual General Meeting at which such Directors are elected shall, to the extent necessary, divide the Directors elected among the classes of Directors in order to keep the classes as nearly equal in number as possible, and the initial term of office of any additional Directors so elected to any class whose term did not expire at such meeting shall correspond to, and expire together with, the term of office of the Directors in the class to which they were elected.

	(i)	The term of office of a Director (including an External Director) will begin as of the date of the Annual General Meeting at which he was elected or as of the date of the meeting of the Board of Directors at which he was appointed (if appointed pursuant to Article 70(e) above) or at such later date as is determined in the resolution electing or appointing him or pursuant thereto.

	(j)	Notwithstanding any provision of these Articles, or of any law which might otherwise permit a lesser vote, and in addition to the majority required pursuant to Article 54 above with respect to amendment or replacement of these Articles, the affirmative vote of at least 75% of the voting rights of the Company represented personally or by proxy and voting thereon at a General Meeting at which a quorum is present shall be required to alter, amend or repeal this Article 70.

71.	(a)	A Director shall have the right, by written notice to the Company, to appoint a person as an alternate to act in his place, to remove the alternate and appoint another in his place and to appoint an alternate in place of an alternate whose office is vacated for any reason whatsoever. A person who is not qualified to be appointed as a Director, or a person who serves as a Director or an alternate Director, may not be appointed as an alternate Director. All references in these Articles to Directors shall, where the context so requires, mean and include alternate Directors.

	(b)	Any notice given to the Company as aforesaid shall become effective on the date fixed therein, upon delivery to the Company or, with respect to the appointment of an alternate Director, when approved by a majority of the Directors then in office, whichever is later. The approval of the appointing Director will be counted in calculating whether a majority of Directors have approved. Unless the appointing Director limits the time or scope of the appointment, the appointment is effective for all purposes until the appointing Director ceases to be a Director or terminates the appointment.

	(c)	An alternate for a Director shall, subject to any instructions or limitations contained in the instrument appointing him, have all the authority and powers held by the Director for whom he acts as alternate; provided however, that he may not in turn appoint an alternate for himself (unless the instrument appointing him otherwise expressly provides); and provided further that an alternate shall have no standing at any Board Meeting or any meeting of a committee of the Board at which the Director appointing him is personally present or at which the Director appointing him is not entitled to participate in accordance with Article 75 below.

	(d)	The office of an alternate for a Director shall ipso facto be vacated if he is removed by the Director appointing him, or if the office of the Director for whom he acts as alternate is vacated for any reason whatsoever, or if one of the circumstances described in Article 73 below should occur with respect to the alternate.

	(e)	An alternate Director shall alone be responsible for his actions and omissions and shall not be deemed an agent of the Director who appointed him.

	(f)	Every alternate Director shall be entitled to receive, so long as he serves as an alternate, notice of Board Meetings and of meetings of any relevant committees.

72.	Subject to applicable law, a Director who has ceased to hold office shall be eligible for re-election or re-appointment.

73.	The office of a Director shall ipso facto be vacated upon the occurrence of any of the following events:

	(a)	His death, or, if the Director is a legal entity, it has adopted a resolution of voluntary liquidation or winding-up, or a liquidation order has been issued with respect thereto;

	(b)	Should he be declared to be legally incompetent;

	(c)	Should he be declared bankrupt;

	(d)	Should he resign his office by notice in writing to the Company; or

	(e)	As otherwise provided in the Companies Law.

74.	A Director shall not be required to hold qualification shares.

75.

(a)

Subject to the provisions of the Companies Law, no Director or other Office Holder of the Company shall be disqualified by his office from holding any office or place of profit within or outside the Company or with any company in which the Company shall be a shareholder or otherwise interested, or with any company which is a shareholder of, or otherwise interested in, the Company or from contracting with the Company either as vendor, purchaser or otherwise, either on his own behalf or as a director of another company or member of a firm or otherwise, nor (unless and to the extent provided otherwise in the Companies Law) shall any such contract, or any contract or arrangement entered into by or on behalf of the Company in which any Director or Office Holder shall be in any way interested, be void or voidable, nor shall he be liable to account to the Company for any profit arising from any such office or place of profit or realized by any such contract or arrangement by reason only of such Director or Office Holder holding that office or of the fiduciary relations thereby established, but it is hereby declared that the nature of his interest must be disclosed by him as provided in the Companies Law and in any event not later than at the Board Meeting at which the contract or arrangement is first taken into consideration, if his interest then exists or, in any other case, at the first Board Meeting after the acquisition of his interest.

	(b)	Unless and to the extent provided otherwise in the Companies Law, every Director shall be entitled, after such disclosure, to vote as a Director in respect of any contract or arrangement in which he is so interested as aforesaid. Unless and to the extent provided otherwise in the Companies Law, a general notice that a Director is a member of any firm or company and is to be regarded as interested in all transactions with that firm or company shall be a sufficient disclosure under this Article as regards such Director and the said transactions, and after such general notice (unless and to the extent provided otherwise in the Companies Law), it shall not be necessary for such Director to give a special notice relating to any particular transaction with that firm or company.

	(c)	A transaction referred to in this Article 75, which is not an Extraordinary Transaction shall be approved by the Board or by a committee authorized to do so by the Board. Such approval may be general in nature and may be given in advance. Notwithstanding the aforesaid, if according to the provisions of the Companies Law a specific or special approval for a particular transaction or type of transaction is required, such transaction shall also require such approval.

	(d)	An Extraordinary Transaction requires approval as provided under the Companies Law.

76.	(a)	A Director may be paid remuneration by the Company for his services as a Director to the extent such remuneration is approved pursuant to the Companies Law.

	(b)	If a Director, willing to do so, is called upon to fulfill special services or make special efforts for any of the Company’s objects, by travelling abroad or staying there or otherwise, the Company may pay him a salary at a fixed rate or a percentage of its profits or otherwise as the Board of Directors may decide and subject to approval by Shareholder Resolution and the provisions of the Companies Law, and such salary may be in addition to or in place of the fixed remuneration (if any).

Proceedings of the Board of Directors

77.	(a)	The Chairman of the Board of Directors shall convene Board Meetings in accordance with the provisions of the Companies Law, and may adjourn and otherwise regulate the proceedings of such meetings, as he thinks fit. The quorum for Board Meetings and/or for any matter to be brought before the Board shall be a majority of the Directors then in office and entitled to participate and vote with respect thereto.

	(b)	Unless and to the extent provided otherwise in the Companies Law, a Director who is an interested party in any transaction shall be counted for purposes of a quorum despite his interest.

	(c)	A Director may participate personally or by his alternate.

78.

Notice of a Board Meeting may be given verbally, by telephone or sent to all Directors at their registered addresses, by telex, facsimile, electronic mail or other reliable method of transmission, at least 24 hours prior to the Board Meeting unless all Directors agree to shorter notice. Directors will be entitled to participate by way of video or audio conference in such manner that all persons participating in the meeting are able to hear each other at the same time, and the Company will cooperate, as may reasonably be required, in providing video or audio conferencing capabilities to effectuate such participation.

79.	(a)	Each Director shall have one vote.

	(b)	All resolutions of the Board will be adopted by a simple majority of the Directors present and voting (with the Directors participating by video or audio conference, if any, being deemed present and entitled to vote) at a Board Meeting.

80.	The Board of Directors shall elect one of its members to be the Chairman of the Board of Directors, and may remove such Chairman from office and appoint another in his place. The Chairman of the Board of Directors shall take the chair at every Board Meeting, but if there is no such Chairman, or if he shall have indicated in advance that he will not be attending, or if at any meeting he is not present within 15 minutes of the time appointed for the meeting, or if he is unwilling to take the chair, the Directors present shall choose one of their number to be the Chairman of such meeting.

81.	The Chairman of a Board Meeting, whether he be the Chairman of the Board of Directors or any other member of the Board of Directors, shall have no extra or casting vote.

82.	A Board Meeting at which a quorum is present shall be competent to exercise all the authorities, powers and discretions for the time being vested in or exercisable by the Board of Directors.

83.	(a)	Subject to applicable law, the Board of Directors may for any particular matter delegate any or all of its powers to committees consisting of one or several Directors, as the Board of Directors may deem fit, including, as aforesaid, the authority to approve transactions that are not Extraordinary Transactions, pursuant to Sections 270(l) and 271 of the Companies Law, and the Board of Directors may from time to time revoke such delegation.

	(b)	Any committee so formed shall, in the exercise of the powers so delegated, conform to any regulations that may be imposed on it by the Board of Directors. The meetings and proceedings of any such committee consisting of two or more members shall be governed by the provisions herein contained for regulating the meetings of the Board of Directors, so far as the same are applicable thereto, and so far as not superseded by any regulations made by the Board of Directors under this Article.

84.	All acts performed at or in accordance with any Board Meeting, or any meeting of a committee of the Board of Directors, or by any person acting as Director or alternate for a Director, shall, notwithstanding that it may afterwards be discovered that there was some defect in the appointment of such Directors or members of a committee of the Board of Directors or person acting as aforesaid or any of them, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a Director, alternate or a member of such a committee, as the case may be.

85.	A resolution in writing signed by all Directors or members of a committee of the Board of Directors then in office and entitled to vote thereon or to which all such Directors or members shall have given their written consent (by letter, telegram, facsimile, electronic mail or otherwise) shall be deemed to have been unanimously adopted by a Board Meeting or committee meeting duly convened and held.

Managing Directors or General Manager

86.	The Board of Directors may from time to time appoint one or more persons (whether a Director or not) to be managing director(s), general manager(s), chief executive officer(s) and/or president(s) (or any similar function with a different title) of the Company, either for a fixed term or without any limitation as to the period for which he is or they are to hold office, and may from time to time modify or revoke such titles or (subject to any provisions of any contract between him or them and the Company) remove or dismiss him or them from office and appoint another or others in his or their place or places.

87.	Subject to the provisions of the Companies Law, the remuneration of a managing director, general manager, chief executive officer and/or president shall from time to time (subject to any contract between him and the Company) be fixed by the Board of Directors, and may be in the form of a fixed salary or commission on dividend, profits or turnover of the Company, or of any other company the Company has an interest in, or by participation in profits or in one or more of these forms.

88.

Subject to the provisions of the Companies Law, the Board of Directors may from time to time entrust to and confer upon a managing director, general manager, chief executive officer and/or president for the time being such of the powers exercisable under these Articles by the Board of Directors as it may think fit, and may confer such powers for such time, and to be exercised for such objects and purposes, and upon such terms and conditions, and with such restrictions, as it thinks expedient; and it may confer such powers, either collaterally with, or to the exclusion of, and in substitution for, all or any of the powers of the Board of Directors in that behalf; and may from time to time revoke, withdraw, alter or vary all or any of such powers.

Powers of the Board of Directors

89.	The management of the business of the Company shall be vested in the Board of Directors, and the Board of Directors may exercise all such powers and do all such acts and things as the Company is, by its Articles of Association or under the law, authorized to exercise and do, and are not hereby or by statute directed or required to be exercised or done by the Company in General Meeting, but subject, nevertheless, to the provisions of the Companies Law and to these Articles.

90.	Without prejudice to any of the general powers granted to the Board of Directors in accordance with Article 89 above and any other powers granted to it under these Articles, and without restricting or reducing in any way any of the above mentioned powers, it is hereby explicitly declared that the Board of Directors shall have the following powers:

	(a)	To appoint a person or persons (whether they be incorporated or not) to receive and hold in trust for the Company any property whatsoever that belongs to the Company or that the Company has an interest in, or for any other purpose and to execute and perform all actions, deeds and necessary activities with relation to any such trust, and to see to the remuneration of any such trustee(s).

	(b)	To initiate, manage, defend, compromise or discontinue any and all legal proceedings on behalf of or against the Company or its officials or that pertain in any way to its affairs, and to compromise and extend the period for payment or discharge of any debt due or suits or claims by or against the Company.

	(c)	To refer any suit or claim by or against the Company to arbitration.

	(d)	To determine, from time to time, those authorized to sign in the Company’s name on bills of exchange, promissory notes, receipts, certificates of receipt, endorsements, checks, certificates of dividend, releases, contracts and other documents of any kind whatsoever.

	(e)	In general, and subject to the provisions of the Companies Law and these Articles, to delegate to any person, firm, company or variable group of people, the powers, authority and discretion vested in the Board of Directors.

Local Management

91.	The Board of Directors may from time to time provide for the management and transaction of the affairs of the Company in any specified locality, whether in Israel or abroad, in such manner as it thinks fit, and the provisions contained in the next following Article shall be without prejudice to the general powers conferred by this Article on the Board of Directors.

92.	The Board of Directors may from time to time, and at any time, establish any local board or agency for managing any of the affairs of the Company in any specified locality, in Israel or abroad, and may appoint any person to be a member of such local board, or any manager or agent, and may fix their remuneration. Subject to the provisions of the Companies Law, the Board of Directors may from time to time, and at any time, delegate to any person so appointed any of the powers, authority and discretions for the time being vested in the Board of Directors, and may authorize any member for the time being of any such local board to continue in his office notwithstanding any vacancy which may occur, and any such appointment or delegation may be made on such terms and subject to such conditions as the Board of Directors may think fit, and the Board of Directors may at any time remove any person so appointed and may annul or vary any such delegation. The Board of Directors may authorize any person to whom it has delegated powers, authority or discretion, as mentioned, to delegate them or part of them further.

Register of Shareholders

93.

(a)

The Company shall keep a Register in which it may record such information as may be deemed appropriate by the Board of Directors and/or as may be permitted by the Companies Law or these Articles. In addition, the Company shall record in the Register the following information:

	(i)	The names and addresses of the Shareholders, the number of shares held by each Shareholder and the amount paid or the amount to be considered as paid on the shares of each Shareholder;

	(ii)	The day each person was registered in the Register as a Shareholder;

	(iii)	The amounts called, if any, that are due on the shares of each Shareholder; and

	(iv)	Any other information required by the Companies Law or these Articles to be recorded in the Register.

	(b)	The principal register shall be kept at the Office and, apart from the times the Register is closed in accordance with the provisions of the Companies Law or these Articles, shall be open to the inspection of any Shareholder free of charge, and of any other person at such fee as the Company shall determine for each matter, during regular business hours.

	(c)	The Register may be closed for such period, if any, as the Board of Directors shall determine from time to time, on the condition that the Register shall not be closed for a period exceeding 30 days during any calendar year.

Minutes and the Seal

94.

(a)

The Board of Directors shall cause minutes to be duly recorded regarding the names of the Directors present at each Board Meeting and each meeting of any committee(s) of the Board of Directors; the names of the Shareholders present at each General Meeting; and the proceedings and resolutions of General Meetings and of Board Meetings and meetings of committee(s) of the Board of Directors. Any minutes as aforesaid of a Board Meeting, of a meeting of a committee of the Board of Directors or of a General Meeting, if purporting to be signed by the chairman of such meeting or by the chairman of the next succeeding meeting, shall be accepted as prima facie evidence of the matters therein recorded.

(b)

(i)

The Company may have one or more rubber stamps for affixing on documents.

	(ii)	The Board of Directors shall be entitled to authorize any person or persons (even if he or they is or are not Directors(s) of the Company) to act and sign on behalf of the Company, and further to delegate such signatory powers, and the acts and signatures of such person or persons on behalf of the Company shall bind the Company insofar as such person or persons acted and signed within his or their powers aforesaid.

	(iii)	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.

The Secretary, Officers and Attorneys

95.	The Board of Directors may appoint a corporate secretary to the Company and may appoint officers, personnel, agents and servants, for fixed, provisional or special duties, as the Board of Directors may from time to time deem fit, and may from time to time, in its absolute discretion, suspend the service of any one or more of such persons.

96.	The Board of Directors may determine the powers and duties, as well as the salaries, of such persons and may demand security in such cases and in such amounts as it deems fit.

97.	The Board of Directors may from time to time, and at any time, by power of attorney, appoint any company, firm or person or body of persons, whether nominated directly or indirectly by the Board of Directors, to be the attorney(s) of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Board of Directors under these Articles), and for such period and subject to such conditions as it thinks fit, and any such power of attorney may contain such provisions for the protection and convenience of the above-mentioned attorney(s) and/or of those persons who come into contact with such attorney(s) as the Board of Directors may think fit, and may also authorize any such attorney(s) to delegate all or any of the powers, authorities and discretion vested in him or them.

Dividends and Reserve Fund

98.	The Board of Directors may, from time to time, set aside, out of the profits of the Company, such sums as it thinks proper, as a reserve fund to meet contingencies, or for equalizing dividends, or for special dividends, or for repairing, improving and maintaining any of the property of the Company, and for such other purposes as the Board of Directors shall in its absolute discretion think conducive to the interests of the Company, and may invest the sums so set aside in such investments as it may think fit, and from time to time deal with and vary such investments, and dispose of all or any part thereof for the benefit of the Company, and may divide the reserve fund into such special funds as it thinks fit, and employ the reserve fund or any part thereof in the business of the Company, and that without being bound to keep the same separate from the other assets of the Company. The Board of Directors may also, without placing the same to reserve, carry forward any profits which it deems prudent not to divide.

99.	Subject to the rights of holders of shares with limited or preferred rights as to dividends, and subject to the provisions of these Articles as to the reserve fund, all dividends shall be paid to the Shareholders in proportion to the amount paid up or credited as paid up on account of the nominal value of the shares held by them respectively and in respect of which such dividend is being paid, without regard to any premium paid in excess of the nominal value, if any, but if any share is issued on terms providing that it shall rank for dividend from a particular date, such share will rank for dividend accordingly.

100.	Subject to the provisions of the Companies Law, the Board of Directors may from time to time declare such dividends as may appear to the Board of Directors to be justified by the profits of the Company, and cause the Company to pay such dividends. The Board of Directors shall have the full authority to determine the time for payment of such dividends, and the record date for determining the Shareholders entitled thereto, provided such date is not prior to the date of the resolution to distribute the dividend, and no Shareholder who shall be registered in the Register with respect to any shares after the record date so determined shall be entitled to share in any such dividend with respect to such shares.

101.	No dividend shall be paid other than out of the profits of the Company, as defined in the Companies Law, and no interest shall be paid by the Company on dividends.

102.	A dividend may be paid, wholly or partly, by the distribution of specific assets of the Company or by the distribution of specific assets, paid-up shares, debentures or debenture stock of any other company, or in any one or more such ways.

103.	The Board of Directors may resolve that any moneys, investments or other assets forming part of the undivided profits of the Company standing to the credit of the reserve fund, or to the credit of any reserve fund for the redemption of capital, or to the credit of any reserve fund for the revaluation of real estate or other assets of the Company or any other reserve fund or investment funds, or in the hands of the Company and available for dividends, or representing premiums received on the issue of shares and standing to the credit of the share premium account, be capitalized and distributed among such of the Shareholders as would be entitled to receive the same if distributed by way of dividend and in the same proportion on the basis that they become entitled thereto as capital; and that all or any part of such capitalized fund be applied on behalf of such Shareholders in paying up in full, either at par or at such premiums as the resolution may provide, any unissued shares or debentures or debenture stock of the Company which shall be distributed accordingly or in or towards the payment, in full or in part, of the uncalled liability on any issued shares or debentures or debenture stock; and that such distribution or payment shall be accepted by such Shareholders in full satisfaction of their share and interest in the said capitalized sum.

104.	For the purpose of giving effect to any resolution under the two last preceding Articles, the Board of Directors may settle any difficulty which may arise in regard to the distribution as it thinks expedient, and, in particular, without derogating from the generality of the foregoing, may issue fractional Share Certificates or make payment in lieu of fractional shares in an amount determined by the Board, and may fix the value for distribution of any specific assets, and may determine that cash payments shall be made to any Shareholders upon the basis of the value so fixed, or that fractions of less than NIS 0.01 (one New Agora) in value may be disregarded in order to adjust the rights of all parties, and may vest any such cash, shares, debentures, debenture stock or specific assets in trustees for the persons entitled to the dividend or capitalized fund against such securities as may seem expedient to the Board of Directors. Where requisite, a proper contract shall be filed in accordance with the Companies Law, and the Board of Directors may appoint any person to sign such contract on behalf of such persons entitled to the dividend or capitalized fund.

105.	The Board of Directors may deduct from any dividend, bonus or other amount to be paid in respect of shares held by any Shareholder, whether alone or together with another Shareholder, any sum or sums due from him and payable by him alone or together with any other person to the Company on account of calls or the like.

106.	(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, when paying any dividend, resolve to retain any dividend, or other monies payable or property distributable, for distribution with respect to a share in respect of which any person is under these Articles entitled to become a Shareholder, or which any person is under these Articles entitled to transfer, until such person shall become a Shareholder in respect of such share or shall transfer the same.

107.	All unclaimed dividends or other monies payable in respect of a share may be invested or otherwise made use of by the Board of Directors for the benefit of the Company until claimed. The payment by the Board of Directors of any unclaimed dividend or such other monies into a separate account shall not constitute the Company a trustee in respect thereof. The principal (and only the principal) of an unclaimed dividend or such other moneys shall, if claimed, be paid to a person entitled thereto. Any dividend unclaimed after a period of three (3) years from the date of declaration of such dividend shall be forfeited to the benefit of the Company; provided, however, that the Company, at its sole discretion, shall be entitled (but not required) to pay any such dividend, or any part thereof, as provided above, to a person who would have been entitled thereto had the same not been forfeited.

108.	Any dividend or other monies payable in cash in respect of a share may be paid by check or warrant sent through the post to, or left at, the registered address of the person entitled thereto or by transfer to a bank account specified by such person (or, if two or more persons are registered as joint holders of such share to the one whose name appears first in the Register), or to such person and at such address as the person entitled thereto may by writing direct. Every such check or warrant shall be made payable to the order of the person to whom it is sent, or to such person as the person entitled thereto as aforesaid may direct, and payment of the check or warrant by the banker upon whom it is drawn shall be a good discharge to the Company.

109.	If several persons are registered as joint holders of any share, or are entitled jointly thereto in consequence of the death or bankruptcy of the holder or otherwise, any one of them may give effectual receipts for any dividend payable or property distributable on the share.

Books of Account

110.

The Board of Directors shall cause accurate books of account to be kept in accordance with the provisions of the Companies Law and any other applicable law. The books of account shall be kept at the Office or at any other place or places as the Board of Directors may deem fit, and they shall always be open to inspection by Directors. No Shareholder not being a Director shall have the right to inspect any account or book or document of the Company except as conferred by law or authorized by the Board of Directors.

Accounts and Audit

111.	Once at least in every year, the accounts of the Company shall be examined and the correctness of the profit and loss account and balance sheet ascertained by a duly qualified auditor.

112.	The appointment, authorities, rights, salaries and duties of the auditor or auditors shall be regulated by the law in force for the time being and by the provisions of these Articles; provided, however, that the Board of Directors shall fix the remuneration of the auditor(s).

Notices

113.	Without derogating from Article 52 above or Article 122 below, any notice or document may be served by the Company upon any Shareholder either personally or by sending it by prepaid mail (air mail if sent from Israel to a place outside Israel) addressed to such Shareholder at his address as described in the Register or such other address (if any) as he may have designated in writing for the receipt of notices and documents. Any notice or document may be served by any Shareholder upon the Company by tendering the same in person to the managing director/general manager/chief executive officer/president of the Company at the Office or by sending it by prepaid registered mail (air mail if posted outside Israel) to the Company at the Office. Any such notice or document shall be deemed to have been served 48 hours after it has been posted (seven days if sent from Israel to a place outside Israel, or if sent to Israel from a place outside Israel), or when actually received by the addressee if sooner than 48 hours or seven days, as the case may be, after it has been posted, or when actually tendered in person, to such Shareholder (or to the managing director/general manager/chief executive officer/president); provided, however, that notice may be sent by cablegram, electronic mail, telex, facsimile or other customary method and confirmed by mail as aforesaid, and such notice shall be deemed to have been given the first business day after such cablegram, electronic mail, telex, facsimile or other customary method has been sent or when actually received by such Shareholder (or by the Company), whichever is earlier. If a notice is, in fact, received by the addressee, it shall be deemed to have been duly served when received, notwithstanding that it was defectively addressed, or failed in some other respect, to comply with the provisions of this Article.

114.	A notice may be given by the Company to the joint holders of a share by giving notice to the joint holder named first in the Register in respect of the share.

115.	Without derogating from Article 52 above, any Shareholder whose address is not described in the Register, and who shall not have designated in writing an address for the receipt of notices, shall not be entitled to receive any notice from the Company.

116.	The Company may declare that any document(s) will be delivered or be available for review at the Office or any other place designated by the Board of Directors.

117.	Whenever it is required to give prior notice or publicize a specified number of days in advance or where a notice or publication is valid for a specified period, the day of the publication or the day of service of the notice shall be included in such count or period.

118.	Service of notice to a relative of a Shareholder living at the same address with him will be deemed service to such Shareholder.

119.	Subject to applicable law, any Shareholder, Director or other person entitled to receive notice in accordance with these Articles or law may waive notice, in advance or retroactively, in a particular case or type of case or generally, and if so, notice will be deemed as having been duly served, and all proceedings or actions for which the notice was required will be deemed valid.

120.	Any person entitled to a share by operation of law or by transfer, transmission or otherwise will be bound by any notice served or by any publication made pursuant to these Articles with respect to such share prior to his being registered in the Register as owner of the shares.

121.	It shall not be necessary to set forth in detail in any publication as provided for in Article 52(b) above, the full text of any proposed resolutions and a general description of the nature of the matters on the agenda will suffice. The Company shall be entitled, however, but shall be under no obligation to do so, to specify in any publication in respect of a meeting, a place and a time where and when the full text of proposed resolution(s) may be reviewed.

122.	Notwithstanding anything to the contrary contained herein, the Company may give notice to any Shareholder by filing an appropriate periodic report with the SEC, by posting a notice on the Company’s website, by publishing in one or more international wire services or in one or more newspapers or by publicizing in any other manner reasonably determined by the Company, and the date of such filing, posting or other publication shall be deemed the date on which such notice has been served upon such Shareholders. Where notice is given by more than one method, it will be deemed served on the earliest of such dates.

123.	The accidental omission to give notice to any Shareholder pursuant to any applicable law or these Articles or the non-receipt of any such notice by any Shareholder entitled to receive notice shall not invalidate any action, transaction, resolution or proceedings taken by the Company and/or at or by any General Meeting.

Winding-Up

124.

If the Company shall be wound up, then, subject to applicable law and the rights of holders of shares with limited or preferred rights, the assets of the Company available for distribution among the Shareholders shall be distributed to them in proportion to the amount paid up or credited as paid up on account of the nominal value of the shares held by them respectively and in respect of which such distribution is being made, without regard to any premium paid in excess of the nominal value, if any.

Indemnification, Insurance and Exemption

125.

(a)

The Company may, subject and pursuant to the provisions of the Companies Law, indemnify an Office Holder of the Company for all liabilities and expenses incurred by him arising from or as a result of any act (or omission) carried out by him as an Office Holder of the Company and which is indemnifiable pursuant to applicable law, to the fullest extent permitted by law, including with respect to the following:

(i)

Monetary liabilities or obligations imposed on the Office Holder in favor of another person pursuant to a court judgment, including a compromise judgment or an arbitrator’s decision approved by a court;

	(ii)	Payments which the Office Holder is obligated to make to an injured party as set forth in Section 52(54)(a)(1)(a) of the Securities Law and expenses the Office Holder incurred in connection with a proceeding under Chapters H’3, H’4 or I’1 of the Securities Law, including reasonable litigation expenses, including attorney’s fees, or in connection with Article D of Chapter Four of Part Nine of the Companies Law;

	(iii)	Reasonable litigation expenses, including attorney’s fees, incurred by the Office Holder in consequence of an investigation or proceeding conducted against the Office Holder by an authority that is authorized to conduct such investigation or proceeding, and which was concluded without the submission of an indictment against the Office Holder and without imposing on the Office Holder any financial obligation in lieu of criminal proceedings, or which was concluded without the submission of an indictment against the Office Holder but with imposing on such Office Holder a financial obligation in lieu of criminal proceedings in respect of an offense that does not require proof of criminal intent or in connection with a financial sanction;

For the purposes hereof: (i) “a proceeding concluded without the submission of an indictment in a matter in respect of which a criminal investigation was conducted”; and (ii) “financial obligation in lieu of a criminal proceeding”, shall have the meanings specified in Section 260(a)(1A) of the Companies Law;

	(iv)	Reasonable litigation expenses, including attorney’s fees incurred by the Office Holder or imposed upon him by a court, in a proceeding brought against the Office Holder by the Company or on its behalf or by another person, or in a criminal action in which the Office Holder is acquitted, or in a criminal action in which the Office Holder is convicted of an offense that does not require proof of criminal intent;

	(v)	Expenses incurred by the Office Holder in connection with a proceeding under Chapter G’1, of the Restrictive Trade Law, including reasonable litigation expenses, including attorney’s fees;

	(vi)	Any other liability, obligation or expense indemnifiable or which may from time to time be indemnifiable by law.

The Company may indemnify an Office Holder post-factum and may also undertake in advance to indemnify an Office Holder, provided that: (x) an undertaking in advance to indemnify an Office Holder with respect to the matters specified in Article 125(a)(i) above is limited to types of occurrences which, in the opinion of the Board of Directors, in light of the Company’s actual activities at the time of the undertaking, are foreseeable and to an amount or to criteria the Board of Directors has determined to be reasonable in the circumstances; and (y) in the undertaking in advance to indemnify an Office Holder, the types of occurrences that the Board of Directors believes to be foreseeable in light of the Company’s actual activities at the time the undertaking to indemnify was given are mentioned, as is the amount or criteria that the Board of Directors determined to be reasonable in the circumstances.

(b)

The Company may, subject and pursuant to the provisions of the Companies Law, enter into contracts to insure the liability of Office Holders of the Company for any liabilities or expenses incurred by or imposed upon them arising from or as a result of any act (or omission) carried out by them as Office Holders of the Company, to the fullest extent permitted by law, including in respect of any liability imposed on any Office Holder with respect to any of the following:

	(1)	A breach of his duty of care to the Company or to any other person;

	(2)	A breach of his duty of loyalty to the Company, provided that the Office Holder acted in good faith and had a reasonable basis to believe that such act would not prejudice the interests of the Company;

	(3)	Monetary liabilities or obligations imposed on him in favor of another person;

	(4)	A payment which the Office Holder is obligated to make to an injured party as set forth in Section 52(54)(a)(1)(a) of the Securities Law and expenses that the Office Holder incurred in connection with a proceeding under Chapters H’3, H’4 or I’1 of the Securities Law, including reasonable litigation expenses, including attorney’s fees, or in connection with Article D of Chapter Four of Part Nine of the Companies Law;

	(5)	Expenses incurred by the Office Holder in connection with a proceeding under Chapter G’1, of the Restrictive Trade Law, including reasonable litigation expenses, including attorney’s fees.

	(c)	The Company may, to the fullest extent permitted by law, exempt and release an Office Holder of the Company, including in advance, from and against all or part of his liability for monetary or other damages due to, or arising or resulting from, a breach of his duty of care to the Company. The Directors of the Company are released and exempt from all liability as aforesaid to the fullest extent permitted by law with respect to any such breach, which has been or may be committed.

	(d)	The Company may, subject to the provisions of the Companies Law, procure insurance for, indemnify and/or exempt and release 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.

	(e)	The Company may, as aforesaid, indemnify, insure and exempt from liability any Office Holder to the fullest extent permitted by applicable law. Accordingly: (i) any amendment to the Companies Law, the Securities Law, the Restrictive Trade Law or any other applicable law expanding the ability of the Company to indemnify, insure or exempt from liability any Office Holder, or expanding the right of any Office Holder to be indemnified, insured or exempted from liability, beyond or in addition to the provisions of these Articles, shall, to the fullest extent possible, automatically and immediately apply to the Office Holders of the Company and be deemed as included in these Articles to the fullest extent permitted by applicable law; and (ii) any amendment to the Companies Law, the Securities Law, the Restrictive Trade Law or any other applicable law adversely affecting the ability of the Company to indemnify, insure or exempt from liability any Office Holder or adversely affecting the right of any Office Holder to be indemnified, insured or exempted from liability as provided for in these Articles shall have no effect post factum and shall not affect the Company’s obligations or ability to indemnify, insure or exempt from liability an Office Holder for any act (or omission) carried out prior to such amendment, unless otherwise provided by applicable law.

Forum for Adjudication of Disputes

126.	(a)	Unless the Company consents in writing to the selection of an alternative forum, with respect to any causes of action arising under the U.S. Securities Act of 1933 as amended, against any person or entity, including such claims brought against the Company, its directors, officers, employees, advisors, attorneys, accountants or underwriters (who, in each case, shall be deemed third party beneficiaries of this Article 126), the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the U.S. Securities Act of 1933, as amended; and

	(b)	unless the Company consents in writing to the selection of an alternative forum, the competent courts in Tel Aviv, Israel shall be the exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Company to the Company or the Company’s shareholders, or (iii) any action asserting a claim arising pursuant to any provision of the Companies Law or the Securities Law. Any person or entity purchasing or otherwise acquiring or holding any interest in shares of the Company shall be deemed to have notice of and consented to these provisions. This Article 126 shall not apply to causes of action arising under the U.S. Exchange Act of 1934, as amended.