MAIL » Topics » ELECTION OF DIRECTOR

This excerpt taken from the MAIL 6-K filed Nov 19, 2008.

ELECTION OF DIRECTOR

        At the Meeting, the term of service of Mrs. Gittit Guberman as a member of our board of directors shall expire. All other directors of the Company (including the external directors) shall continue to serve as directors in accordance with the terms of the Company’s articles of association and applicable law. According to the Company’s articles of association, our board of directors shall be composed of seven members. At the Meeting, a new director shall be elected to serve for a three year term commencing on the date of the Meeting and until the annual meeting of shareholders of the Company to be held in the year 2011 and the due election of his respective successor.

        According to the Company’s articles of association, a person may be nominated for election as a director by the board of directors or by any shareholder of the Company who holds at least five percent of the voting rights in the Company, provided however, that such shareholder shall notify the Secretary of the Company of his intent and comply with the requirements set forth in the Company’s articles of association.

        The board of directors of the Company has nominated Mr. Arik Ramot for election as director, to serve for a three year term commencing on the date of the Meeting and until the annual meeting of shareholders of the Company to be held in the year 2011 and the due election of his respective successor.

        Mr. Yaron Adler, a shareholder and director of the Company who holds 14.7% of the voting rights in the Company, has nominated Mr. Oded Federbush for election as director, to serve for a three year period commencing on the date of the Meeting and until the annual meeting of shareholders of the Company to be held in the year 2011 and the due election of her respective successor. Mr. Yaron Adler had complied with the requirements set forth in the Company’s articles of association regarding the nomination of director by a shareholder.

        Following is certain information concerning the nominees, including their principal occupation during recent years.

        Mr. Arik Ramot is the founder and has been the CEO of Ramot & Co, Investment House since 1996. From 1988 to 1996, Mr. Ramot served as legal advisor and manager at Kaszierer International, working in more than 20 countries. Prior to that, Mr. Ramot practiced law in Israel. Mr. Ramot is also the founder of an Israeli internet Company (www.hayoman.co.il). Mr. Ramot holds LLB and LLM degrees from Tel Aviv University.

        Mr. Oded Federbush has been a shareholder of the Company since its establishment. For the last 10 years, Mr. Federbush has been an investor in early stage internet & media companies. Mr. Federbush advises to companies such as Fixya.com, Inneractive, Triplay, Traffilog, Marketguru and Keepaboo.

        Each nominee has attested to the board of directors and the Company that he meets all the requirements in connection with the election of directors under the Israeli Companies Law.

        Our board of directors will present the following resolution for adoption at the Meeting:

  “RESOLVED, that Mr. Arik Ramot is hereby elected to serve as a director for a three year term commencing on the date of the Meeting and until the annual meeting of the shareholders of the Company to be held in the year 2011 and the due election of his respective successor”.

        Mr. Yaron Adler will present the following resolution for adoption at the Meeting:

  “RESOLVED, that Mr. Oded Federbush is hereby elected to serve as a director for a three-year term commencing on the date of the Meeting and until the annual meeting of the shareholders of the Company to be held in the year 2011 and the due election of his respective successor”.

        The affirmative vote of the holders of a majority of the voting power represented at the Meeting in person or by proxy is necessary for the approval of either of the foregoing candidates.

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        SINCE THERE IS ONLY ONE VACANT SEAT ON OUR BOARD OF DIRECTORS, ONLY ONE OF THE FOREGOING CANDIDATES MAY BE ELECTED.

        Our board of directors recommends a vote FOR approval of the proposed election of Mr. Arik Ramot as director of the Company.

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