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
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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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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
(MORE TO FOLLOW) Dow Jones Newswires
July 29, 2013 09:46 ET (13:46 GMT)
The employment of the CEO may be terminated by either party
(the Company and the CEO) on a 3 months advance notice.
2.3.6. Claw Back
The Company's CEO shall be required to repay to the Company
any excess payments made to him which were based on the
Company's performance if such payments were paid based on
false and restated financial statements of the Company.
2.3.7 The ratio between the fixed components and the variable
components (equity and non- equity)
The total of the variable nonequity components to be given
to the Company's CEO over a single calendar year shall not
exceed 35% times the fixed components for the year. The
total of the variable equity components to be given to the
Company's CEO over a single calendar year, and which shall
be assessed according to the accounting approach to the
total economic value distributed equally over the vesting
period, shall not exceed 10% times the fixed components for
the year. The total of all the variable (equity and
nonequity components) to be given to the Company's CEO over
a single calendar year shall not exceed 45% times the fixed
components for the year.
2.3.8. Extension of Existing Agreement with the CEO
Prior to approval of the extension of an employment
agreement of the CEO, the CEO's existing compensation
package shall be reviewed and considered based on the
parameters set forth in Section 2.1 above. In the event that
an extension of an employment agreement with the CEO
involves a change in his or her employment terms, the
Compensation Committee will examine whether: (a) the change
is considered a 'material change' compared to current
employment terms; and whether (b) such change is in
compliance with the Company's Compensation Policy, for the
purpose of identifying the Company's organs required to
approve such change. The Compensation Policy shall apply
also to the updated compensation package.
2.4. Compensation of Directors
2.4.1. The compensation of the Company's directors (including outside
directors and independent directors) shall be in accordance
with the Companies Regulations (Rules Regarding the
Compensation and Expenses of an External Director), 5760-2000
('Compensation of Directors Regulations'). Directors serving
on behalf of the Company's controlling shareholder shall not
be entitled to any compensation from the Company.
2.4.2. The Company shall be entitled to pay to its external directors
share-based compensation subject to applicable law.
2.5. Insurance, Exemption and Indemnification
The CEO of the Company and its Directors shall be entitled
to benefit from the insurance, exemption and indemnification
arrangements, to be approved from time to time by the
Company, pursuant to the provisions of the Articles of
Association of the Company and applicable law.
2.6. Share-based Compensation
The Company shall be entitled to grant to the CEO of the
Company and its Directors options, Restricted Stock Units or
any other share-based compensation 'Share-based Compensation'),
pursuant to equity plan as adopted or shall be adopted, from
time to time and subject to any applicable law.
The total value of the Share-based Compensation, at the time
of grant, for all of the officers of the Company as a group,
shall not exceed US$ 212,500. The total value of a
Share-based Compensation shall be calculated at the time of
grant, in accordance with the cost recorded in its respect
in the Company's books.
When discussing the grant of a Share-based Compensation to
an officer of the Company, the Compensation Committee and
the Board of Directors shall consider whether the aforesaid
grant is a suitable incentive for increasing the Company's
value in the long term, the economic value of the grant, the
exercise price and the other terms.
Share-Based Compensation, if granted, shall mature in
installments or vesting periods (or depend on meeting
milestones) which shall take into account the appropriate
incentive, in light of the Company's objectives in the years
following the approval of the grant.
The exercise price and any others terms of the grant will be
determined by the Compensation Committee and the Board of
Directors, as required by any applicable law.
3. General
The Compensation Committee and the Board of Directors shall,
from time to time, review the Compensation Policy as well as
the need to adjust it, based, inter alia, on the
considerations and guidelines set forth in this policy. In so
doing, they will conduct an examination of changes in the
Company's goals, market conditions, the Company's profits and
revenues in previous periods and in real time, and any other
relevant factors.
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Sprache: Deutsch
Unternehmen: Electronics Line 3000 Ltd.
Hachoma St. 14
75655 Rishon LeZion
Israel
E-Mail: investor.relations@electronics-line.com
Internet: http://www.electronics-line.com
ISIN: IL0010905052
WKN: A0B5R7
Börsen: Auslandsbörse(n) Regulierter Markt in Frankfurt (Prime
Standard), Freiverkehr in Berlin, München
Ende der Mitteilung DGAP News-Service
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223195 29.07.2013
(END) Dow Jones Newswires
July 29, 2013 09:46 ET (13:46 GMT)
© 2013 Dow Jones News
