CRNT » Topics » TO BE HELD DECEMBER 9, 2009

This excerpt taken from the CRNT 6-K filed Nov 12, 2009.

TO BE HELD DECEMBER 9, 2009

Notice is hereby given that the 2009 Annual General Meeting of Shareholders (the “Meeting”) of Ceragon Networks Ltd. (the “Company”) will be held on Wednesday, December 9, 2009 at 11:00 a.m. (Israel time), at the offices of the Company, 24 Raoul Wallenberg Street, Tel Aviv, Israel for the following purposes:

  (A) To re-elect Zohar Zisapel and Joseph Atsmon to serve on the Board of Directors of the Company;

  (B) To approve the grant of options to all the directors, other than the external directors, as described in the Proxy Statement;

  (C) To re-elect Yair Orgler and Avi Patir to serve on the Board of Directors of the Company as external directors, to approve their remuneration and to approve the grant of options to the external directors, as described in the Proxy Statement;

  (D) To amend the 2003 Stock Option Plan of the Company, as described in the Proxy Statement;

  (E) To re-appoint Kost Forer Gabbay & Kasierer, a Member of Ernst & Young Global, as the Company’s independent auditor;

  (F) To approve the purchase of Company’s directors and officers liability insurance policy (“D&O Insurance Policy”) for the period commencing as of December 9, 2009, the date on which the Meeting takes place, and ending no later than the later of the 2010 annual meeting of shareholders and December 9, 2010, the first anniversary of the Meeting, and to further authorize the Company’s Board of Directors to renew or replace such D&O Insurance Policy and/or to purchase alternative or additional D&O Insurance Policies for subsequent periods on terms which are not materially different than the terms of the D&O Insurance Policy described in the Proxy Statement; and

  (G) To receive and consider the Auditor’s Report and the audited consolidated financial statements for the year ended December 31, 2008, copies of which are being sent to the shareholders herewith.

Shareholders of record at the close of business on November 11, 2009 are entitled to notice of and to vote at the Meeting. All shareholders are cordially invited to attend the Meeting in person.

Whether or not you plan to attend the Meeting, you are urged to promptly complete, date and sign the enclosed proxy and to mail it in the enclosed envelope, which requires no postage if mailed in the United States. Return of your proxy does not deprive you of your right to attend the Meeting, to revoke the proxy or to vote your shares in person.

Joint holders of shares should take note that, pursuant to Article 69(b) of the Articles of Association of the Company, a notice may be given by the Company to the joint holders of a share by giving notice to the first of the joint holders named in the Register of Shareholders with respect to the shares.

Joint holders of shares should take note that, pursuant to Article 32(d) of the Articles of Association of the Company, the vote of the senior holder of the joint holders of share(s) who tenders a vote, in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s). For this purpose seniority will be determined by the order in which the names stand in the Company’s Register of Shareholders.

Pursuant to the Articles of Association of the Company, a proxy will be effective only if it is received by the Company at least 24 hours prior to the time of the Meeting.

By Order of the Board of Directors,

ZOHAR ZISAPEL IRA PALTI
Chairman of the Board of Directors President and Chief Executive Officer

November 12, 2009



CERAGON NETWORKS LTD.
24 Raoul Wallenberg Street

Tel Aviv 69719, Israel


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