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SPECIAL MEETING OF SHAREHOLDERS OF TOWER SEMICONDUCTOR LTD. September 3, 2013, Please sign, date and mail your proxy card in the envelope provided as soon as possible. Please detach along perforated

How to fill out special meeting of shareholders

How to fill out a special meeting of shareholders:

1. Review the bylaws: Start by reviewing the company's bylaws to understand the rules and procedures for calling and conducting a special meeting of shareholders. Pay attention to any specific requirements or guidelines outlined in the bylaws.
2. Identify the need: Determine the specific reason for calling the special meeting. It could be for important decision-making, such as approving a significant business transaction, electing new directors, or amending the bylaws. Clearly define the purpose and goals of the meeting.
3. Notify shareholders: Notify all shareholders of the special meeting by sending out formal written notices. Include the date, time, and location of the meeting, as well as the agenda and any relevant documents or information they need to review before attending. Ensure that the notices are sent in accordance with the legal and procedural requirements outlined in the bylaws.
4. Prepare necessary documentation: Gather and prepare all necessary documentation for the meeting. This may include financial reports, resolutions, proposals, or any other relevant materials. Make sure all documents are complete, accurate, and accessible to shareholders.
5. Assign a chairperson: Appoint a chairperson to preside over the meeting. The chairperson will ensure that the meeting proceeds in an orderly manner, following the agenda and allowing for fair and democratic discussions. Choose someone who is knowledgeable about meeting procedures and can maintain neutrality.
6. Conduct the meeting: Begin the meeting by calling the shareholders to order, confirming the presence of a quorum, and reading the notice and agenda. Follow the agenda and facilitate discussions on each item, allowing shareholders to express their opinions, ask questions, and vote on matters as required. Make sure accurate minutes are recorded.
7. Document the outcomes: Document the outcomes of the meeting, including any decisions, resolutions, or votes taken. Keep accurate minutes of the discussions, noting key points and actions. These minutes should reflect the overall proceedings and will serve as an official record of the special meeting.

Who needs a special meeting of shareholders?

A special meeting of shareholders is typically required in situations where important decisions need to be made that cannot wait until the next regularly scheduled annual general meeting. Shareholders who need a special meeting may include:

1. Majority shareholders: If a majority shareholder or group of shareholders wants to propose significant changes, such as selling the company, merging with another entity, or major capital expenditures, they may call for a special meeting to gain approval from other shareholders.
2. Minority shareholders: Minority shareholders may also call for a special meeting to express their concerns or present proposals that they believe are in the best interests of the company. It provides an opportunity for minority shareholders to have their voices heard and have their proposals considered.
3. Board of Directors: The board of directors may call a special meeting if they believe there is an urgent matter that requires immediate attention from shareholders. This could include matters such as replacing key executives, addressing legal issues, or making significant changes to the company's strategy.

Overall, any shareholder with a genuine need to address important matters outside the regular course of business can initiate a special meeting. The purpose is to ensure transparency, accountability, and the opportunity for all shareholders to participate in significant decision-making processes.

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What is special meeting of shareholders?

A special meeting of shareholders is a gathering of shareholders that is called to discuss and vote on specific matters that require their attention.

Who is required to file special meeting of shareholders?

The company's board of directors or the shareholders themselves can file for a special meeting of shareholders.

How to fill out special meeting of shareholders?

To fill out a special meeting of shareholders, you need to provide information about the meeting's purpose, date, time, and location. Additionally, any relevant supporting documents should be included.

What is the purpose of special meeting of shareholders?

The purpose of a special meeting of shareholders is to address specific matters that cannot be addressed during regular shareholder meetings. These matters often require shareholder approval.

What information must be reported on special meeting of shareholders?

The information reported on a special meeting of shareholders includes the meeting's purpose, date, time, location, and any relevant supporting documents. Additionally, the names of the shareholders attending or absent may be included in the report.