Israel Company Law 1999

Article B: Annual General Meeting and Special General Meeting

60. (a) A company shall hold an annual general meeting every year no later than on the expiry of fifteen months from the previous annual general meeting.

(b) The agenda at the annual general meeting shall include a discussion of the financial reports and of the report of the board of directors pursuant to the provisions of section 173; the agenda may include appointment of directors, appointment of an auditor and any matter prescribed in the articles of association for discussion at the annual general meeting, or any other matter prescribed for the agenda as provided in section 66.

Convening of annual general meeting

61. (a) A private company may provide in its articles of association that it is not required to have an annual general meeting as provided in section 60, except to the extent that such is required for appointing an auditor; where such a provision is laid down, the company shall not be required to hold an annual general meeting unless one of the shareholders or directors requires the company to hold it.

(b) Where no annual general meeting is held, the company shall once a year send the shareholders entered on the shareholders register financial reports as referred to in section 172, no later than the final date on which it would have had to hold an annual general meeting but for the existence of a provision in its articles of association pursuant to subsection (a).

Non-holding of annual general meeting

62. (a) Where no annual general meeting is held as provided in section 60, or once a demand has been made that it be held in accordance with section 61, the court may, at the request of a shareholder or director of the company, order the convening of the annual general meeting.

(b) Where the court has ordered as aforesaid, the company shall bear the reasonable costs incurred by the applicant in court proceedings, as fixed by the court, and the directors responsible for the non-convention of the general meeting shall be responsible for refunding such costs to the company.

Convening of annual general meeting by the court

63. (a) The board of directors of a private company may resolve to convene a special general meeting, and shall so convene at the demand of any one of the following:

(1) one director;

(2) one or more shareholders holding at least ten percent of the issued capital and at least one percent of the voting rights in the company, or one or more shareholders with at least ten percent of the voting rights in the company.

(b) The board of directors of a public company may resolve to convene a special general meeting, and shall so convene at the demand of any of the following:

(1) two directors or one-quarter of the directors in office;

(2) one or more shareholders with at least five percent of the issued share capital and at least one percent of the voting rights in the company, or one or more shareholders with at least five percent of the voting rights in the company.

(c) Where a board of directors is requested to convene a special general meeting, it shall convene such meeting within twenty-one days of the date on which the request was made, on the date designated in an invitation pursuant to section 67 or by a notice pursuant to section 69, provided that in respect of a public company, the date of convening the meeting shall be no later than thirty-five days after the date of the notice, unless otherwise provided in respect of a meeting to which Article G applies, and in respect of a private company the provisions of section 67 shall apply.

Convening of special general meeting

64. (a) Where the board of directors has not convened a special general meeting demanded under section 63, the party demanding the convening of the meeting, and, in the case of shareholders, that portion of them that has more than half of their voting rights, may convene the meeting themselves, provided that the meeting shall not take place more than three months after the said demand is submitted, and that it is convened, if possible, in the same manner as meetings are convened by the board of directors.

(b) Where a general meeting is convened as provided in subsection (a), the company shall cover the reasonable costs incurred by the party demanding the convening of the meeting, and the directors responsible for the non-convening of the meeting shall be responsible for repaying such costs to the company.

Convening of general meeting by shareholders

65. (a) Where the board of directors has not convened a special general meeting in accordance with a demand pursuant to section 63, the court may order the convening of such a meeting, at the request of a person making a demand for such.

(b) Where the court has ordered as aforesaid, the company shall bear reasonable costs incurred by the applicant in court proceedings, as set by the court, and the directors responsible for the non-convening of the meeting shall be responsible for repaying such costs to the company.

Application to the court

Article C: Convening and Direction of General Meeting of the Company >>