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
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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)
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
(MORE TO FOLLOW) Dow Jones Newswires
July 29, 2013 09:46 ET (13:46 GMT)
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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