DJ DGAP-HV: 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
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 =-------------------------------------------------------------------- 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
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DJ DGAP-HV: Electronics Line 3000 Ltd.: -2-
and determined there is a material advantage receiving such Services from Risco. The Company's Audit Committee and Board approved the requested amendment on March 14, 2013 and May 19, 2013, respectively. The revised Management Services Agreement shall be in effect for a term of 3 years as of January 1, 2013. For the avoidance of doubt, all other terms of the Management Services Agreement will remain in full force and effect. (9) To approve an extension to the Production Services Agreement between the Company and Risco, for an additional term of 3 years as of the approval of this General Meeting. The Company's special general meeting of the shareholders approved the Company on August 12, 2010, to enter into a Production Services Agreement with Risco. (10) To grant Advanced Indemnification and issue a letter of indemnification to Mr. Moshe Alkelai and Ms. Mazal Alkelai, the controlling shareholders of the Company, for an additional term of 3 years as of the approval of this General Meeting. (11) To grant Advanced Exemptions, and issue letters of exemption to Mr. Moshe Alkelai and Ms. Mazal Alkelai, the controlling shareholders of the Company, for an additional term of 3 years as of the approval of this General Meeting. (12) To discuss the Company's 2012 financial statements and the Board's report on the annual business affairs of the Company for 2012. The Board decided, after due consideration and for the benefit of the Company's growth, that no dividends shall be distributed and that the Company will not initiate a shares buyback plan for the year ended December 31, 2012. The approval of proposals 1, 2 and 7 requires the affirmative vote of at least a majority of the votes of shareholders present and voting at the Meeting in person or by proxy. The approval of proposals 3, 4, 5, 6, 8, 9, 10, and 11 requires the affirmative vote of at least a majority of the votes of shareholders who participate in the voting at the Meeting in person or by proxy. In addition, such majority must include one of the following: (a) At least half (1/2) of the shareholders present at the time of voting, who are not holders of control in the Company or have personal interest in the approval of the proposal or representatives of such persons; in counting the total votes of such shareholders, abstentions shall not be taken into account; For the purpose of proposals 3 and 4, excluding personal interest which is not a result of the shareholder connections with holders of control in the Company. (b) The total number of votes of the shareholders mentioned in clause (a) above that vote against such proposal does not exceed two percent (2%) of the total voting rights in the Company. Only shareholders of record at the close of business on the Record Date will be entitled to a notice of and to vote at the Meeting, provided that such shareholders sent their Ownership Certificate and Proxy to the offices of the Company, no later than 48 hours before the Meeting, as detailed in the notice. Shareholders may revoke the authority granted by their execution of proxies at any time before the effective exercise thereof, by filing with the Company a written notice of revocation or a duly executed proxy bearing a later date, or by voting in person at the Meeting. In order for there to be a legal quorum at the Meeting, there must be present, in person or by proxy, no less than two (2) shareholders holding or representing at least one-quarter (1/4) of the voting rights in the Company. If after half an hour of the commencement of the Meeting no legal quorum is present, the Meeting will automatically be adjourned for one week and shall reconvene at the same time and location, unless notified otherwise by the Board. At such adjourned Meeting the same agenda will be applicable and the legal quorum will be two (2) shareholders. The share capital of the Company at the point of time of the notice of the Annual General Meeting of Shareholders is NIS (New Israeli Shekel) 68,564,240 and is divided into 13,712,848 ordinary shares. The total number of voting rights at the point of time of notice of the Annual General Meeting of Shareholders is 13,712,848. The financial statements of the financial year 2012 can be downloaded from the web site of the Company (www.electronics-line.com). The financial statements are also available during business hours in the office of the Company at 14 Hachoma St., Rishon Lezion, Israel and can be reviewed by the shareholders during the annual general meeting. Copies of the financial statements will be made available to the shareholders on demand free of charge. ITEM 1 - REAPPOINTMENT OF DIRECTORS The Board has recommended re-appointing Mr. Moshe Alkelai, Mr. Yigal Fatran, Ms. Mazal Alkelai and Ms Sharon Sheep, as Directors on the Company's Board. Proxies (other than those directing the proxy holders not to vote for all or certain of the listed nominees) will be voted for the election of each of the four (4) nominees, to hold office until the next Annual Meeting and until its successor shall have duly taken office, or such earlier time as it shall resign or be removed from the Board pursuant to the terms of the Articles of Association of the Company or the Companies Law. The Company is unaware of any reason why any of the nominees, if elected, should not be able to serve as a Director. It is proposed that at the Meeting, the following resolution be adopted: 1. 'RESOLVED, that Mr. Moshe Alkelai, Mr. Yigal Fatran, Ms. Mazal Alkelai and Ms. Sharon Sheep, be and hereby are, reappointed as Directors on the Company's Board of Directors.' The Board recommends a vote FOR the approval of this proposed resolution. ITEM 2 - REAPPOINTMENT OF AN AUDITOR The Board has recommended to reappoint Kost, Forer Gabbay & Kasierer as the auditor of the Company until the next Annual General Meeting and to authorize the Board to determine the auditor's fees. It is proposed that at the Meeting, the following resolution be adopted: 2. 'RESOLVED, to reappoint Kost Forer Gabbay & Kasierer as the auditor of the Company until the next Annual General Meeting, and that the Board of Directors, hereby is, authorized to determine the fees of the said auditor following recommendation of the Audit Committee, according to the nature and the scope of services given to the Company.' The Board recommends a vote FOR the approval of this proposed resolution. ITEM 3 - APPOINTMENT OF PROF. DAN ELNATHAN AS AN EXTERNAL DIRECTOR WITH ACCOUNTING AND FINANCIAL EXPERTISE The Board has recommended 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 the end of his first tenure (August 10, 2013), for a three-year-term in accordance with the provisions of the Companies Law. It is proposed that at the Annual Meeting, the following Resolution be adopted: 3. 'RESOLVED, to approve and ratify Prof. Dan Elnathan re-appointment 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), for a three-year-term in accordance with the provisions of the Companies Law'. The Board recommends a vote FOR the approval of this proposed resolution. ITEM 4 - APPOINTMENT OF MR. RAFI DURST AS AN EXTERNAL DIRECTOR WITH ACCOUNTING AND FINANCIAL EXPERTISE The Board has recommended 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 the end of his second tenure (May 22, 2012), for a three-year-term in accordance with the provisions of the Companies Law. It is proposed that at the Annual Meeting, the following Resolution be adopted: 4. 'RESOLVED, to approve and ratify Mr. Rafi Durst re-appointment 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), for a three-year-term in accordance with the provisions of the Companies Law'. The Board recommends a vote FOR the approval of this proposed resolution. ITEM 5 - APPROVAL OF COMPENSATION POLICY The Board has recommended the approval of the Company's Compensation Policy following the recommendation of the compensation committee and the approval of the Board in accordance with the provisions of the Companies Law. It is proposed that at the Annual Meeting, the following Resolution be adopted: 5. 'RESOLVED, 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 commencing as of the date hereof'. The Board recommends a vote FOR the approval of this proposed resolution. ITEM 6 - APPROVAL OF CHIEF EXECUTIVE OFFICER EMPLOYMENT TERMS The Board has recommended the approval of the Company's Chief Executive Officer Employment Terms in accordance with the provisions of the Companies Law. The approval of this proposed resolution is
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subject to the approval of proposed resolution No. 5. It is proposed that at the Annual Meeting, the following Resolution be adopted: 6. 'RESOLVED, 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'. The Board recommends a vote FOR the approval of this proposed resolution. ITEM 7 - APPROVAL OF NO OF BOARD MEMBERS The Board has recommended, in accordance with the Company's articles of association, that the Company's Board shall be composed of up to ten (10) members. It is proposed that at the Annual Meeting, the following Resolution be adopted: 7. 'RESOLVED, 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'. The Board recommends a vote FOR the approval of this proposed resolution. ITEM 8 - APPROVAL OF AN AMENDMENT TO THE MANAGEMENT SERVICES AGREEMENT WITH RISCO LTD. The Board has recommended the approval of an amendment to the Management Services Agreement with Risco Ltd., the details of which are set forth hereinabove. It is proposed that at the Special Meeting, the following resolution be adopted: 8. 'RESOLVED, to approve an amendment to the Management Services Agreement with Risco Ltd., the details of which are set forth in section 8 to the Statement of the Company. The revised Management Services Agreement shall be in effect for a term of 3 years as of January 1, 2013. The Board recommends a vote FOR the approval of this proposed resolution. ITEM 9 - APPROVAL OF AN EXTENSION TO THE PRODUCTION SERVICES AGREEMENT WITH RISCO LTD. The Board has recommended the approval of an extension to the Production Services Agreement with Risco. It is proposed that at the Special Meeting, the following resolution be adopted: 9. 'RESOLVED, to approve an extension to the Production Services Agreement with Risco Ltd., for an additional term of 3 years as of the approval of this General Meeting. The Board recommends a vote FOR the approval of this proposed resolution. ITEM 10 - APPROVAL OF COMPANY INDEMNIFICATION LETTERS FOR MR. MOSHE ALKELAI AND MS. MAZAL ALKELAI The Board recommends that Mr. Moshe Alkelai and Ms. Mazal Alkelai be granted, to the fullest extent permitted by virtue of the Articles of association and under the Companies Law, advanced indemnification and be issued indemnification letters. It is proposed that at the Special Meeting, the following resolution be adopted: 10. 'RESOLVED, to grant advanced indemnification and issue letters of indemnification to Mr. Moshe Alkelai and Ms. Mazal Alkelai, the controlling shareholders of the Company, for an additional term of 3 years as of the approval of this General Meeting. The Board recommends a vote FOR the approval of this proposed resolution. ITEM 11 - APPROVAL OF COMPANY EXEMPTION LETTERS FOR MR. MOSHE ALKELAI AND MS. MAZAL ALKELAI The Board recommends that Mr. Moshe Alkelai and Ms. Mazal Alkelai be granted, to the fullest extent permitted by virtue of the Articles of association and under the Companies Law, an advanced exemption from any liability, for any damage caused to the Company arising from a breach of the duty of care to the Company and its subsidiaries. It is proposed that at the Special Meeting, the following resolution be adopted: 11. 'RESOLVED, to grant advanced exemptions and issue letters of exemption to Mr. Moshe Alkelai and Ms. Mazal Alkelai, the controlling shareholders of the Company, for an additional term of 3 years as of the approval of this General Meeting. The Board recommends a vote FOR the approval of this proposed resolution. By Order of the Board of Directors, Mr. Moshe Alkelai, Chairman of the Board Dated: July 25, 2013 Appendix A Electronics Line 3000 Ltd. Ownership Certificate Company Name: Electronics Line 3000 Ltd. Company Registration Number: 51-334253-5 We, the undersigned, hereby certify, as of August 12, 2013, as follows: Details of Shareholder: (If there are several joint owners of the shares, their details should all be included) (1) Name of shareholder (2) Nationality of shareholder (3) I.D. No. If shareholder does not hold an Israeli I.D. - Passport No. ________________ The Country of issuance If shareholder is a corporation - Corporate identity number Country of incorporation Details on the Shares: (4) Name of the security - Ordinary Share; Par value - N.I.S 5.00; ISIN code - IL 0010905052 (5) Number of Share - (6) Type of Shares: Ordinary Approval by the recognized financial institution: By: Date: Appendix B ELECTRONICS LINE 3000 LTD. THIS NOTICE OF APPOINTMENT AND INSTRUCTIONS FOR VOTING BY MEANS OF PROXY ('PROXY') IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL AND SPECIAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON AUGUST 29, 2013 KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby constitutes Motty Schiff and Yaron Herman, each of them, the true and lawful attorneys, agents and proxies of the undersigned, with full power of substitution, to vote with respect to all the Ordinary Shares of ELECTRONICS LINE 3000 LTD. (the 'Company'), standing in the name of the undersigned at the close of trading on Monday, August 12, 2013, at the Annual General meeting of Shareholders of the Company to be held at 11:10 on Thursday, August 29, 2013, at the Company's offices at 14 Hachoma Street, Rishon LeZion, Israel and any and all adjournments thereof, with all power that the undersigned would posses if personally present and especially (but without limiting the general authorization and power hereby given) to vote as follows: 1. To reappoint Mr. Moshe Alkelai, Mr. Yigal Fatran, Ms. Mazal Alkelai and Ms. Sharon Sheep as Directors on the Company's Board of Directors. FOR AGAINST ABSTAIN 2. To reappoint Kost Forer Gabbay & Kasierer as the auditor of the Company until the next Annual General Meeting, and that the Board of Directors, hereby is, authorized to determine the fees of the said auditor following recommendation of the Audit Committee, according to the nature and the scope of services given to the Company. FOR AGAINST ABSTAIN 3. To approve and ratify Prof. Dan Elnathan re-appointment 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), for a three-year-term in accordance with the provisions of the Companies Law. FOR AGAINST ABSTAIN a personal interest of the shareholder in the approval of proposal 3, excluding personal interest which is not a result of the shareholder connections with holders of control in the Company__ YES NO 4. To approve and ratify Mr. Rafi Durst re-appointment 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), for a three-year-term in accordance with the provisions of the Companies Law. FOR AGAINST ABSTAIN a personal interest of the shareholder in the approval of proposal 4, excluding personal interest which is not a result of the shareholder connections with holders of control in the Company__ YES NO 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 commencing as of the date hereof. FOR AGAINST ABSTAIN a personal interest of the shareholder in the approval of proposal 5 YES NO 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. FOR AGAINST ABSTAIN a personal interest of the shareholder in the approval of proposal 6 YES NO 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. FOR AGAINST ABSTAIN 8. To approve an amendment to the Management Services Agreement with Risco Ltd., the details of which are set forth in section (8) to the Statement of the Company. The revised Management Services Agreement shall be in effect for a term of 3 years as of January 1, 2013. FOR AGAINST ABSTAIN a personal interest of the shareholder in the approval of proposal 8 YES NO 9. To approve an extension to the Production Services Agreement with Risco Ltd., for an additional term of 3 years as of the approval of this General Meeting. FOR AGAINST ABSTAIN a personal interest of the shareholder in the approval of proposal 9 YES NO 10. To grant advanced indemnification and issue letters of
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