DGAP-HV: Electronics Line 3000 Ltd. / Bekanntmachung der Einberufung
zur Hauptversammlung
Electronics Line 3000 Ltd.: Bekanntmachung der Einberufung zur
Hauptversammlung am 29.08.2013 in Rishon LeZion, Israel mit dem Ziel
der europaweiten Verbreitung gemäß §121 AktG
29.07.2013 / 15:46
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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
July 25, 2013
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 11:00 on Thursday, August 29, 2013, 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
(AppendixB).
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 August 12, 2013. 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 Appendix 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
Appendix 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 11:00 on Thursday, August
29, 2013, 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
(the 'Shareholders') approve the following resolutions:
(1) To re-appoint Mr. Moshe Alkelai, Mr. Yigal Fatran,
Ms. Mazal Alkelai and Ms. Sharon Sheep 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 and ratify the re-appointment of Prof.
Dan Elnathan to continue to serve as an external director of
the Company with accounting and financial expertise for a
second tenure commencing at the end of his first tenure
(August 10, 2013).
Prof. Dan Elnathan will be entitled to Compensation in
accordance with the Israeli Companies law, 1999 (the 'Companies
Law') and Companies Regulations (Rules regarding Compensation
and Expense Reimbursement of External Directors), 2000.
(4) To approve and ratify the re-appointment of Mr.
Rafi Durst to continue to serve as an external director of the
Company with accounting and financial expertise for a third
tenure commencing at the end of his second tenure (May 22,
2012).
Mr. Rafi Durst will be entitled to Compensation in accordance
with the Israeli Companies law and Companies Regulations
(Rules regarding Compensation and Expense Reimbursement of
External Directors), 2000.
(5) To approve the Company's Compensation Policy as
recommended by the Company's compensation committee and
approved by the Board, attached hereto as Appendix C, for a
period of three years.
(6) To approve the Employment terms of the Company's
chief executive officer, Douglas Luscombe, in accordance with
the Company's Compensation Policy, attached hereto as Appendix
C.
(7) To approve, in accordance with the Company's
articles of association, that the Company's Board shall be
composed of up to ten (10) members.
(8) To approve an amendment to the Management Services
Agreement between the Company and Risco Ltd ('Risco'), the
largest and controlling shareholder of the Company, the
details of which are set forth below.
Following the Company's special general meeting of the
shareholders approval as of August 12, 2010, authorizing the
Company to enter into a Management Services Agreement with
Risco (the 'Management Services Agreement'), the Company
requests to amend the Management Services Agreement. The
amendment of the Management Services agreement includes; (i)
additional services which will be rendered by Risco to the
Company (ii) revises the annual amount payable to Risco so
that the base amount will be an amount of $ 800,000 instead of
$ 300,000, and (iii) the Management Services agreement has
been extended for an additional three years period.
The existing Management Services agreement provides for the
following services:
* Sales administration services;
* IT and computerized systems;
* Finance management and accounting;
* Human resource;
* Directors and consulting services;
* Legal and company secretarial services.
The additional services that will be charged include:
* Site facilities and rental fees;
* Marketing & Marcom services;
* Standardization and technical writing services;
* Customer support services;
The Base Amount which is currently US$ 300,000 + VAT will be
modified to US$ 800,000 + VAT, in order to reflect the charge
for the above additional services rendered by Risco, in
addition to services already rendered:
The modified Base Amount will be composed of the following:
The Service Compensation
Management salaries $ 232,000
IT and Computerized systems $ 108,000
Finance Management and Accounting $ 103,000
Legal and company secretarial $ 35,000
Site facilities and rental fees $ 154,000
Marketing & Marcom $ 59,000
Standardization and technical writing $ 31,000
Customer support $ 78,000
Total US$ 800,000
The Company recommends approving such amendment to increase
the Base Amount after the Company's Board and Audit Committee
reviewed Risco's costs, examined the alternative of hiring
additional employees to carry out the Services by the Company
(MORE TO FOLLOW) Dow Jones Newswires
July 29, 2013 09:46 ET (13:46 GMT)
