MINUTES OF
THE ANNUAL GENERAL MEETING
OF THE
SHAREHOLDERS OF
JACADA
LTD.
(THE
"COMPANY")
HELD ON
DECEMBER 22, 2009
Mr. Gideon
Hollander called the Annual General Meeting (the "Meeting") to order at 09:00 AM
(Israeli Time) at the offices of the Company, 11 Galgalei Haplada Street,
Herzliya 46722, Israel, after an advanced written notice was given in accordance
with the Company's Articles of Association (the "Articles") to all the Company's
shareholders of record as of November 12, 2009. Mr. Hollander called the roll
and announced the presence of the shareholders present at the Meeting in person
or by proxy. Present in person or by proxy were shareholders holding, in the
aggregate, 10,440,829 Ordinary Shares, par value NIS 0.01 per share of the
Company, constituting 63% of the voting power of the Company.
Mr.
Hollander declared that the Meeting could be lawfully held and that a quorum,
pursuant to Article 26(b) of the Articles, is present.
Mr.
Hollander was appointed as Chairman of the Meeting in accordance with Article 27
of the Articles.
THE
AGENDA:
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1.
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To
re-elect Mr. Avner Atsmon and Mr. Ohad Zuckerman to the Board of Directors
of the Company (the “Board”) to serve as Class I Directors and as an
External Directors (as defined in the Israeli Companies Law - 1999)for a
term of three years each;
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2.
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To
re-elect Mr. Dan Falk to the Board to serve for an additional term of one
year;
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3.
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To
approve the grant of options to the Company’s directors to purchase
Company’s ordinary shares;
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4.
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To
approve amendments to the Company’s 1999 and 2003 Share Option and
Incentive Plans;
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5.
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To
re-appoint Kost Forer Gabbay & Kasierer, a member of Ernst & Young
Global, as the independent auditors of the Company for the year ending
December 31, 2009 and for such additional period until the next Annual
Shareholders’ Meeting, and to authorize the Board to fix the remuneration
of the independent auditors based on the volume and nature of their
services in accordance with Israeli law, such remuneration and the volume
and nature of such services having been previously approved by the Audit
Committee of the Board and;
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-2-
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6.
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To
receive and consider the Consolidated Financial Statements of the Company
for the fiscal year ended December 31,
2008.
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THE
MEETING
The
Chairman then presented for consideration of the shareholders the following
resolutions, all of which were duly adopted as indicated below:
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1.
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RESOLVED,
that Mr. Avner Atsmon be, and he hereby is, re-elected to serve as a Class
I Director and as an external director of the Company for an additional
term of three years, until the third Annual General Meeting following this
Meeting.
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For:
10,283,784 shares constituting 98.50% of the shares voting on this
resolution.
Against:
147,714 shares constituting 1.41% of the shares voting on this
resolution.
Abstain:
9,331 shares constituting 0.09% of the shares voting on this
resolution.
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2.
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RESOLVED,
that Mr. Ohad Zuckerman be, and he hereby is, re-elected to serve as
a Class I Director and as an external director of the Company for an
additional term of three years, until the third Annual General Meeting
following this Meeting.
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For:
10,283,884 shares constituting 98.50% of the shares voting on this
resolution.
Against:
147,614 shares constituting 1.41% of the shares voting on this
resolution.
Abstain:
9,331 shares constituting 0.09% of the shares voting on this
resolution.
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3.
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RESOLVED,
that Mr. Dan Falk be, and he hereby is, re-elected to serve as an
Unclassified Director of the Company for an additional term of one year,
until the Annual General Meeting following this
Meeting.
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For:
10,284,684 shares constituting 98.50% of the shares voting on this
resolution.
Against:
147,114 shares constituting 1.41% of the shares voting on this
resolution.
Abstain:
9,031 shares constituting 0.09% of the shares voting on this
resolution.
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4.
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RESOLVED,
to approve the grant of options to purchase 7,500 ordinary shares of the
Company to every Company director for each year in which any such director
continues to serve on the Company’s Board. All such Option grants will be
governed by the Company’s stock option plans with (i) a vesting period of
3 years (provided that if Company is to be consolidated with or acquired
by another entity or otherwise experience a change of control in a merger,
sale of all or substantially all of the Company’s shares or assets, then
such Options which are outstanding and unvested at such time shall,
immediately upon the consummation of such transaction, become
fully vested and exercisable), (ii) an exercise period until the second
anniversary of the termination of such director’s service with the Company
and (iii) an exercise price equal to the fair market value of the
Company’s price per share on the date of the options
grant.
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For:
10,090,251 shares constituting 96.64% of the shares voting on this
resolution.
Against:
345,661 shares constituting 3.31% of the shares voting on this
resolution.
Abstain:
4,917 shares constituting 0.05% of the shares voting on this
resolution.
-3-
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5.
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RESOLVED,
to approve and adopt in all respects the Amendment No. 2 to the Jacada
Ltd. 1999 Share Option and Incentive Plan, in the form attached as
Appendix A, and the Amendment No. 1 to the Jacada Ltd. 2003 Share Option
and Incentive Plan, in the form attached as Appendix B to these
minutes.
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For:
10,056,290 shares constituting 96.32% of the shares voting on this
resolution.
Against:
379,322 shares constituting 3.63% of the shares voting on this
resolution.
Abstain:
5,217 shares constituting 0.05% of the shares voting on this
resolution.
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6.
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RESOLVED,
that the Company’s independent auditors, Kost Forer Gabbay & Kasierer,
be, and they hereby are, re-appointed as the independent auditors of the
Company for the fiscal year ending December 31, 2009 and for such
additional period until the next Annual Shareholders’ Meeting, such
re-appointment having been previously approved by the Audit Committee. The
Board be, and it hereby is, authorized to fix the remuneration of the
independent auditors in accordance with the volume and nature of their
services, such remuneration and the volume and nature of such services
having been previously approved by the Audit
Committee.
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For:
10,104,420 shares constituting 96.78% of the shares voting on this
resolution.
Against:
206,859 shares constituting 1.98% of the shares voting on this
resolution.
Abstain:
129,550 shares constituting 1.24% of the shares voting on this
resolution.
IN WITNESS
WHEREOF, all the aforementioned resolutions were duly adopted in accordance with
the Articles of Association of the Company and all requirements prescribed by
applicable law.
There being
no further business the Meeting was adjourned.
/s/ Gideon
Hollander
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Chairman -
Gideon
Hollander
-4-
APENDIX
A
AMENDMENT
NO. 2 TO THE
JACADA
LTD.
FORM
OF 1999 SHARE OPTION AND INCENTIVE PLAN
THIS
AMENDMENT NO. 2 (the “
Amendment
”) to the JACADA LTD.
FORM OF 1999 SHARE OPTION AND INCENTIVE PLAN (the “
Plan
”) is made as of this 22
day of December, 2009.
Unless
otherwise defined herein, capitalized terms shall have the meanings ascribed to
them under the Plan.
WHEREAS,
in accordance with
Section 12 of the Plan, the Plan shall terminate on December 31, 2009;
and
WHEREAS
, the Company currently
maintains a 2003 Share Option and Incentive Plan adopted by the Company’s Board
of Directors on February 4, 2003; and
WHEREAS
, subject to the
requisite approvals of the Company’s Board of Directors and shareholders, the
Company wishes to amend and supplement the Plan such that as of the termination
thereof, any then unallocated shares reserved thereunder and any shares or
options which shall otherwise expire, be forfeited, cancelled or terminated
pursuant to their terms subsequent to the termination of the Plan, shall be
returned to the “pool” of reserved shares under the 2003 Share Option and
Incentive Plan and be available for grants thereunder, as more fully set forth
herein.
NOW, THEREFORE
, the Plan is
hereby amended and supplemented as follows:
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1.
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Section
6
. Section 6 of the Plan shall be replaced in its entirety with the
following section, to read as
follows:
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“SHARES
RESERVED FOR 1999 PLAN
Subject to
adjustment as provided in Paragraph 8 hereof, a total of 3,600,000 Ordinary
Shares, NIS 0.01 par value per share, of the Company (“
Shares
”) shall be subject to
the 1999 Plan. The Shares subject to the 1999 Plan hereby are
reserved for sale for such purpose. Any of such Shares which may
remain unsold and which are not subject to outstanding options at the
termination of the 1999 Plan shall cease to be reserved for the purpose of the
1999 Plan
and shall be
automatically, and without any further action on the part of the Company or any
optionee, reserved for purposes of grants of awards under the Company’s 2003
Share Option and Incentive Plan (the “
2003
Plan
”)
,
but until
such
termination of the 1999 Plan the Company shall at all times reserve a sufficient
number of shares to meet the requirements of the 1999 Plan. Should
any Option for any reason expire or be canceled
, terminated or forfeited,
for any reason
, prior to its exercise or relinquishment in full, the
shares theretofore subject to such Option may again be subjected to an Option
under the 1999 Plan,
and if such expiration,
cancellation, termination or forfeiture occurs at any time after the termination
of the 1999 Plan, then the shares theretofore subject to such Options shall be,
automatically, and without any further action on the part of the Company or any
optionee, subject to the 2003 Plan and be available for grants of stock options
and other awards thereunder
.”
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2.
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Survival
of Provisions
. Except as otherwise amended and supplemented hereby,
which amendments shall have effect on the entire Plan, the provisions of
the Plan shall remain in full force and effect. This Amendment shall be
deemed for all intents and purposes as an integral part of the
Plan.
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3.
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Governing
Law
. This Amendment shall be construed and governed in accordance
with the laws of the State of Israel, without giving effect to the
principles of conflict of laws.
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-5-
APPENDIX
B
AMENDMENT
NO. 1 TO THE
JACADA
LTD.
2003
SHARE OPTION AND INCENTIVE PLAN
THIS
AMENDMENT NO. 1 (the “
Amendment
”) to the JACADA LTD.
2003 SHARE OPTION AND INCENTIVE PLAN (the “
Plan
”) is made as of this 22
day of December, 2009.
Unless
otherwise defined herein, capitalized terms shall have the meanings ascribed to
them under the Plan.
WHEREAS,
the Company currently
maintains a 1999 Share Option and Incentive Plan (the “
1999 Plan
”), which pursuant to
Section 12 thereof shall terminate on December 31, 2009; and
WHEREAS
, subject to the
requisite approvals of the Company’s Board of Directors and shareholders, the
Company wishes to amend and supplement the Plan such that as of the termination
of the 1999 Plan, any then unallocated shares reserved thereunder and any shares
or options which shall otherwise expire, be forfeited, cancelled or terminated
pursuant to their terms after termination of the 1999 Plan, shall be returned to
the “pool” of reserved shares under the Plan and be again available for grants
thereunder, as more fully set forth herein.
NOW, THEREFORE
, the Plan is
hereby amended and supplemented as follows:
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1.
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Section
6
. Section 6 of the Plan shall be replaced in its entirety with the
following section, to read as
follows:
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“SHARES
RESERVED FOR 2003 PLAN
Subject to
adjustment as provided in Paragraph 8 hereof, an initial number of 2,000,000
Ordinary Shares, NIS 0.01 par value per share, of the Company (“
Shares
”) shall be subject to
the 2003 Plan. The Shares subject to the 2003 Plan hereby are
reserved for sale for such purpose. Any of such Shares which may
remain unsold and which are not subject to outstanding options at the
termination of the 2003 Plan shall cease to be reserved for the purpose of the
2003 Plan, but until termination of the 2003 Plan the Company shall at all times
reserve a sufficient number of shares to meet the requirements of the 2003
Plan. Should any Option for any reason expire or be canceled prior to
its exercise or relinquishment in full, the shares theretofore subject to such
Option may again be subjected to an Option under the 2003 Plan.
In addition, any shares
reserved under the Company’s 1999 Share Option and Incentive Plan (the
“
1999
Plan
”), which
remain available for grant upon termination of the 1999 Plan or which shall
otherwise expire, be cancelled, terminated or forfeited, in accordance with
their terms, at any time after the termination of the 1999 Plan, shall
automatically, and without any further action on the part of the Company or any
optionee, be reserved hereunder as “Shares” for purposes of the 2003 Plan (but
until termination of the 2003 Plan) and be again available for grants of stock
options and other awards hereunder
.”
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2.
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Survival
of Provisions
. Except as otherwise amended and supplemented hereby,
which amendments shall have effect on the entire Plan, the provisions of
the Plan shall remain in full force and effect. This Amendment shall be
deemed for all intents and purposes as an integral part of the
Plan.
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3.
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Governing
Law
. This Amendment shall be construed and governed in accordance
with the laws of the State of Israel, without giving effect to the
principles of conflict of laws.
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