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DGAP-HV: Electronics Line 3000 Ltd.: -4-

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 

(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)

DJ DGAP-HV: Electronics Line 3000 Ltd.: -3-

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 

(MORE TO FOLLOW) Dow Jones Newswires

July 29, 2013 09:46 ET (13:46 GMT)

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. 
 
        FOR                 AGAINST                  ABSTAIN 
 
   a personal interest of the shareholder in the approval of proposal 10 
 
                   YES                       NO 
 
   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 
 
        FOR                 AGAINST                  ABSTAIN 
 
   a personal interest of the shareholder in the approval of proposal 11 
 
                   YES                       NO 
 
   The shares represented by the Proxy will be voted in the manner 
   directed, and if no instructions to the contrary are indicated, will 
   be voted 'FOR' in all Proposals listed above. 
 
       Dated:                                             , 2013 
 
       Name 
 
       Signature 
 
       Please sign exactly as name appears at the Ownership 
       Certificate. Each joint owner should sign. Executors, 
       administrators, trustees, etc. should indicate the capacity in 
       which they sign. 
 
   Appendix C 
 
   Compensation Policy 
 
     1.    Introduction 
 
 
       1.1.  Pursuant to the provisions of the Companies Law 
             5759- 1999 (the Companies Law'), the Compensation Committee 
             and the Board of Directors of the Company approved on May 
             19, 2013 a compensation policy (the 'Compensation Policy') 
             with regard to the terms of service and employment of the 
             officers of the Company, mr. Douglas Luscombe, the Company's 
             CEO, and the Company's Directors following the 
             recommendation of the Company's Compensation Committee who 
             discussed and considered the Compensation Policy. Should the 
             Company wish to employ other office holders in the future, 
             their employment and compensation terms will be approved 
             specifically pursuant to the Companies Law. 
 
 
       1.2.  The Compensation Policy shall be subject to all 
             mandatory provisions of any applicable law which apply to 
             the Company and its officers, and to the Company's Articles 
             of Association. 
 
 
       1.3.  Several main principles and objectives form the 
             basis of the Compensation Policy: (a) To promote the 
             Company's goals and targets and its long term policy; (b) To 
             create appropriate incentives for the Company's officers; 
             (c) To adapt a compensation package combination that matches 
             the size of the Company, its global expansion and the nature 
             of its activities; and (d) To comply with the provisions of 
             the law by compensating those eligible pursuant to the 
             Compensation Policy, based on their contribution and their 
             efforts to the development of the Company's business and 
             promotion of its goals, in the short and long term. 
 
 
       1.4.  The Compensation Policy is a multi-year policy 
             which shall be in effect for a period of three years from 
             the date of its approval by the Shareholders of the Company. 
             The Compensation Committee and the Board of Directors shall 
             review the Compensation Policy from time to time, as 
             required by the Companies Law. The Compensation Policy shall 
             be reapproved as required by the Companies Law, every three 
             years. 
 
 
 
     2.    The Compensation Policy 
 
 
       2.1.  Parameters for Examining the Compensation Terms 
 
 
             In general, the compensation terms for officers shall be 
             examined while taking into consideration, inter alia, the 
             following parameters: 
 
 
   2.1.1.    The education, qualifications, expertise, seniority (in the 
             Company in particular, and in the officer's profession in 
             general), professional experience and achievements of the 
             officer; 
 
   2.1.2.    The officer's position, the scope of his responsibility and 
             previous employment agreements that were signed with him; 
 
   2.1.3.    The officer's contribution to the Company's business, profits 
             and stability; 
 
   2.1.4.    The degree of responsibility imposed on the officer; 
 
   2.1.5.    The Company's need to retain officers who have skills, 
             know-how or unique expertise; 
 
   2.1.6.    The Company believes that in light of the Company's global 
             nature and the fact that its CEO is employed in the UK, which 
             imposes different terms of employment, there is a difficulty 
             in taking into consideration while determining the CEO's 
             compensation, the ratio between the terms of service and 
             employment of the CEO and the employment terms of the other 
             employees of the Company in Israel (including contractor 
             employees employed at the Company, if employed at the time of 
             approval), as the Companies Law indicates and, in particular, 
             the relationship to the average wage and median wage of such 
             employees. 
 
 
       2.2.  Employment terms Benchmark 
 
 
   2.2.1.    Prior to approval of a compensation package for the CEO of 
             the Company, the Company conducted an employment terms 
             comparative survey that compares and analyses the level of 
             the overall compensation package offered to the CEO of the 
             Company with compensation package for officers in similar 
             positions to that of the CEO in other companies of a similar 
             type as the Company. 
 
   2.2.2.    The Company conducted the above mentioned comparative survey 
             through an external consultant, whose opinion was brought to 
             the Compensation Committee and the Board for consideration 
             and approval. 
 
 
       2.3.  Compensation Terms of the CEO 
 
 
   2.3.1.  The compensation terms of the CEO of the Company are comprised 
           of a base salary, sales commissions, and an options package. 
 
   2.3.2.  Base Salary 
 
   The remuneration of the Company's CEO shall be an annual 
   fixed salary accumulating at GBP 85,000. Beginning 2014 the 
   CEO's salary shall be linked to the UK Consumer Price Index. 
   Once in every 3 year period, the Company shall review the 
   CEO's salary compared to the CEO's performance, with the 
   first review taking place with respect to the calendar 2016 
   CEO salary. 
 
   The Compensation Committee and the Board of Directors shall 
   be entitled to update the base salary of the CEO of the 
   Company based on the parameters specified in Section 2.1 
   above. In general, updating the base salary at a rate that 
   exceeds 10% per year of the base salary prior to such update 
   (without taking into account any linkage differentials) will 
   be deemed a 'material change' to the compensation terms of 
   the officer and subject to the approvals required by any 
   applicable law, but, for the avoidance of doubt, shall not 
   be deemed, as for oneself, a deviation from this 
   Compensation Policy. 
 
   2.3.3. Sale Bonus 
 
   In addition to the Base Salary and any other compensation 
   element, the Company's CEO shall be entitled to sales 
   bonuses according to the following principles: 
 
   (a) Three sales targets have been defined: Basic, 
   Stretch and Extreme. The targets will be reviewed and 
   approved annually in advance by the Compensation Committee. 
   Basic Target - Quarterly sales targets (not necessarily 
   equal). Failure to comply with a certain quarterly sales 
   target allows completion on the subsequent quarter. Once 
   accomplished - the CEO is entitled to 85% of the 
   compensation determined for the preceding quarter in 
   addition to accomplishing the current quarter. Full 
   accomplishment of the quarterly basic targets entitles the 
   CEO to an accumulated annual compensation amounting to GBP 
   20,000. No compensation shall be paid for quarterly target 
   that has been missed or not completed in the succeeding 
   quarter. Stretch and Extreme targets - annual targets. The 
   CEO's eligibility to the Bonuses due to the accomplishment 
   of the stretch and/or the extreme targets shall be subject 
   to the Company meeting its annual gross profit as determined 
   in the Company's approved yearly budget. Stretch Target - 
   Full accomplishment of the stretch targets entitles the CEO 
   to an accumulated annual compensation of GBP 6,000. Extreme 
   Target - Full accomplishment of the extreme targets entitles 
   the CEO to an accumulated annual compensation of GBP 12,000. * 
   For Basic and Stretch targets - compensation is based on 
   sales targets in the Territory, except for sales in Israel, 
   Latin America and Asia, unless otherwise determined by the 
   Compensation Committee. *For Extreme target - the target 
   encompasses all of the Company's sales, irrespective of the 
   Territory. 'Sales' = for quarterly targets - shall be 
   determined on reviewed financial statements; for annual 
   targets - shall be determined on audited financial 
   statements. (b) Payments schedule - the relevant 
   compensation shall be paid together in the month succeeding 
   the relevant quarter, together with the monthly pay. 
 
   2.3.4. Additional Terms of Compensation Package 
 
   The compensation package may include additional standard 
   benefits such as social benefits, car allowance, mobile 
   allowance, reimbursement of expenses, perquisites, 
   reimbursement of expenses, advanced notice for termination 
   of employment, medical insurance etc. 
 
   2.3.5. Advance Notice 
 

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July 29, 2013 09:46 ET (13:46 GMT)

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