DGAP-HV: Electronics Line 3000 Ltd. / Bekanntmachung der Einberufung
zur Hauptversammlung
Electronics Line 3000 Ltd.: Bekanntmachung der Einberufung zur
Hauptversammlung am 10.10.2012 in Rishon LeZion, Israel mit dem Ziel
der europaweiten Verbreitung gemäß §121 AktG
03.09.2012 / 15:20
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ELECTRONICS LINE 3000 LTD.
('Company')
14 Hachoma Street, Rishon LeZion, Israel
Telephone: +972-3- 9637777, Fax: +972-3-9616584
www.electronics-line.com
NOTICE OF AN ANNUAL AND SPECIAL GENERAL MEETING OF SHAREHOLDERS
Rishon LeZion, Israel
September 3, 2012
Dear Shareholder,
You are hereby invited to attend the Annual and special General
Meeting of Shareholders ('the Meeting') of Electronics Line 3000 Ltd.
(the 'Company') to be held at 14:30 on Wednesday, October 10, 2012, at
the Company's offices at 14 Hachoma Street, Rishon LeZion, Israel.
The purpose of this Meeting is set forth in the accompanying
'Statement of the Company' for voting by means of Proxy. For the
reasons set forth in the Statement of the Company, the Company's Board
of Directors recommends that you vote "FOR" the proposals set forth
and specified on the enclosed form for voting by means of Proxy
(Attachment B).
A copy of the Proxy is also available on the Company's web site:
www.electronics-line.com
The determining date to the eligibility of shareholders to vote at the
Meeting, as stated in Section 182 of the Israeli Companies Law, 1999,
is the end of the day of trading in Frankfurt, Germany, the exchange
on which the shares of the Company are traded, on September 20, 2012.
If no trading of the Company's shares takes place on such date the
determining date shall be the last day of trading preceding such date
('Record Date').
Shareholders, whose shares are securitized by a global share
certificate deposited at Clearstream Banking AG, and who wish to
exercise their voting rights, may choose one of the following two
alternative voting procedures approved by a recognized financial
institution:
1. To send their Ownership Certificate in the form
attached hereto as Attachment A ('Ownership Certificate')
confirming their ownership of shares of the Company on the
Record Date approved by a recognized financial institution
together with the notice of appointment and instructions for
voting by means of Proxy in the form attached hereto as
Attachment B ('Proxy') directly to the Company. The Ownership
Certificate and the Proxy must be received by the Company at
its offices no later than 48 hours before the Meeting, via the
Company's fax number, +972-3-9616584 or mail as an
alternative, or
2. To send their Ownership Certificate approved by a
recognized financial institution together with the notice of
appointment and instructions for voting by means of Proxy via
their depository bank to BANKHAUS NEELMEYER AG, Am Markt
14-16, 28195 Bremen, GERMANY, fax number +49-(0) 421-3603-153,
no later than 48 hours before the Meeting. BANKHAUS NEELMEYER
AG will forward the shareholders' Proxies together with the
Ownership Certificate to the Company.
Shareholders who wish to vote in person shall arrive the Meeting at
the said time and place with their original Ownership Certificate,
provided that they have delivered their Ownership Certificate approved
by a recognized financial institution directly to the Company and that
their Ownership Certificate was received by the Company at its offices
no later than 48 hours before the Meeting, via the said Company's fax
number or mail as an alternative.
By Order of the Board,
_________________
Mr. Moshe Alkelai
Chairman of the Board
ELECTRONICS LINE 3000 LTD.
STATEMENT OF THE COMPANY
The enclosed Statement is solicited on behalf of the Board of
Directors (the 'Board') of Electronics Line 3000 Ltd. (the 'Company')
for use at the Company's Annual and special General Meeting of
Shareholders (the 'Meeting') to be held at 14:30 on Wednesday, October
10, 2012, at the Company's offices at 14 Hachoma Street, Rishon
LeZion, Israel or at any adjournment or postponement thereof, for the
purposes set forth herein.
It is proposed that at the Meeting, the shareholders of the Company
('Shareholders') approve the following resolutions:
(1) To re-appoint Mr. Moshe Alkelai, Mr. Yigal Fatran
and Ms. Mazal Alkelai to continue to serve as directors of the
Company until the next Annual General Meeting.
(2) To re-appoint the accounting firm of Kost, Forer,
Gabbay & Kasierer (Ernst & Young Group), as the Company's
auditor until the next Annual Meeting, and to authorize the
Board to determine the auditor's fees following recommendation
of the Audit Committee, according to the nature and the scope
of services given to the Company.
(3) To approve that the Company will enter into a
non-exclusive distribution services agreement with Risco Ltd.
('Risco') the largest and controlling shareholder of the
Company for the provision of distribution services (the
'Agreement') by the Company to Risco.
Currently, Risco distributes the Company's products pursuant
to a Distribution Agreement between Risco and the Company
dated August 12, 2010 that has been authorized by the General
Meeting of Shareholders (the 'Existing Distribution Agreement').
The Company requests to enter into an Agreement with Risco,
materially identical to the Existing Distribution Agreement.
Pursuant to this Agreement, Risco, in its sole discretion,
shall have the right to receive from the Company distribution
services for the following Territories:
a. UK.
b. USA + Latin America.
c. Far East and Asia Pacific.
d. Risco in its sole discretion shall have the
right to request to receive Distribution Services from the
Compay for other Territories.
* Purchase prices will be in accordance with arm's
length basis.
* Sales Commission to the Company for introduction
of new customers to Risco in non-Western European markets.
* For sales to new customers in non-Western
European countries, which will be introduced to Risco by the
Company, Risco will pay the Company a sales commission of
3.5% + VAT of the annual turnover with such customers for a
period of 5 years.
* This Agreement shall be in effect for a term of 3
years. After the lapse of 2 years from its effectuation
date, either party may terminate it on a 6 month notice.
The Audit Committee of the Company and its Board of Directors
have approved the transaction.
(4) To approve an extension to the Existing
Distribution Agreement for a 3 years period as of the approval
of this General Meeting.
The Existing Distribution Agreement determines that it shall
be in effect for a term of 5 years, and after the lapse of 2
years from its effectuation date, either party may terminate
it on a 6 months notice. However, according to a recent
amendment to the Israeli Companies Law, 1999, an extraordinary
transaction of a public company with a holder of control which
is for a period exceeding 3 years, will need to be reapproved
every 3 years. Hence, the suggested resolution.
(5) (a) To approve the replacement of the current
Directors and Officers liability insurance policies for the
Company's Directors and Officers (except for Mr. Moshe Alkelai
and Mrs. Mazal Alkelai, the controlling shareholders of Risco,
the controlling shareholder of the Company) with directors and
officers liability insurance policies of diminished coverage
and in consideration for a lower premium.
The current D&O insurance for Directors and Officers as
approved by the General Meeting on August 12, 2010, covers a
total liability of US$ 20 Million, for a current annual
premium of US$ 27,000. Renewal of this policy insurance for
the same coverage shall cost an annual premium of
approximately US$ 29,000.
The Audit Committee and the Board of Directors have approved,
subject to the approval of this General Meeting, to reduce the
total liability coverage to US$ 10,000,000 in consideration
for an annual premium of US$ 18,300 (the 'Basis Premium').
The period covered by this Resolution will be of five (5)
years, as of the date of approval by this General Meeting
('the 'Term').
Annual insurance premium may either increase up to the higher
of: 25% over the Basis Premium or the previous year paid
premium
(b) To approve the replacement of the current Directors and
Officers liability insurance policies of Mr. Moshe Alkelai and
Mrs. Mazal Alkelai, the controlling shareholders of Risco (the
controlling shareholder of the Company), with directors and
officers liability insurance policies on the same terms as the
(MORE TO FOLLOW) Dow Jones Newswires
September 03, 2012 09:21 ET (13:21 GMT)
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