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29.07.2013 15:46:26
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DGAP-HV: Electronics Line 3000 Ltd.
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
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 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 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 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 £ 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 £ 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 £ 6,000. Extreme Target - Full accomplishment of the extreme targets entitles the CEO to an accumulated annual compensation of £ 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
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 --------------------------------------------------------------------- 223195 29.07.2013
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 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 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 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 £ 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 £ 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 £ 6,000. Extreme Target - Full accomplishment of the extreme targets entitles the CEO to an accumulated annual compensation of £ 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
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 --------------------------------------------------------------------- 223195 29.07.2013
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