Pursuant to the Israeli Companies Law and our Articles of Association, our Board of Directors may exercise all powers and take all actions that are not required under law or under our Articles of Association to be exercised or taken by our shareholders, including the power to borrow money for company purposes.
Changes in Capital
Our Articles of Association enable us to increase or reduce our share capital. Any such changes are subject to the provisions of the Israeli Companies Law and must be approved by a resolution duly passed by our shareholders at a general or special meeting by voting on such change in the capital. In addition, transactions that have the effect of reducing capital, such as the declaration and payment of dividends in the absence of sufficient retained earnings and profits and an issuance of shares for less than their nominal value, require a resolution of our Board of Directors and court approval.
Transfer Agent and Registrar
Until now, the transfer agent and registrar for our ordinary shares in Israel has been Bank Leumi Nominee Company Ltd. (Hevra Le-Rishumim of Bank Leumi Le-Israel Ltd.). However, in May 2015, the transfer agent announced that as of July 25, 2015, it would be ceasing its activities and terminating its agreements with issuers. Therefore, we have entered into an arrangement with Mizrahi Tefahot Hevra Lerishumim Ltd. as the new transfer agent and registrar for our ordinary shares. The Depositary and Registrar for the ADSs is The Bank of New York Mellon.