DJ DGAP-HV: Electronics Line 3000 Ltd.: Bekanntmachung der Einberufung zur Hauptversammlung am 10.10.2012 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 10.10.2012 in Rishon LeZion, Israel mit dem Ziel
der europaweiten Verbreitung gemäß §121 AktG
03.09.2012 / 15:20
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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
September 3, 2012
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 14:30 on Wednesday, October 10, 2012, 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
(Attachment B).
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 September 20, 2012.
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 Attachment 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
Attachment 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 14:30 on Wednesday, October
10, 2012, 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
('Shareholders') approve the following resolutions:
(1) To re-appoint Mr. Moshe Alkelai, Mr. Yigal Fatran
and Ms. Mazal Alkelai 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 that the Company will enter into a
non-exclusive distribution services agreement with Risco Ltd.
('Risco') the largest and controlling shareholder of the
Company for the provision of distribution services (the
'Agreement') by the Company to Risco.
Currently, Risco distributes the Company's products pursuant
to a Distribution Agreement between Risco and the Company
dated August 12, 2010 that has been authorized by the General
Meeting of Shareholders (the 'Existing Distribution Agreement').
The Company requests to enter into an Agreement with Risco,
materially identical to the Existing Distribution Agreement.
Pursuant to this Agreement, Risco, in its sole discretion,
shall have the right to receive from the Company distribution
services for the following Territories:
a. UK.
b. USA + Latin America.
c. Far East and Asia Pacific.
d. Risco in its sole discretion shall have the
right to request to receive Distribution Services from the
Compay for other Territories.
* Purchase prices will be in accordance with arm's
length basis.
* Sales Commission to the Company for introduction
of new customers to Risco in non-Western European markets.
* For sales to new customers in non-Western
European countries, which will be introduced to Risco by the
Company, Risco will pay the Company a sales commission of
3.5% + VAT of the annual turnover with such customers for a
period of 5 years.
* This Agreement shall be in effect for a term of 3
years. After the lapse of 2 years from its effectuation
date, either party may terminate it on a 6 month notice.
The Audit Committee of the Company and its Board of Directors
have approved the transaction.
(4) To approve an extension to the Existing
Distribution Agreement for a 3 years period as of the approval
of this General Meeting.
The Existing Distribution Agreement determines that it shall
be in effect for a term of 5 years, and after the lapse of 2
years from its effectuation date, either party may terminate
it on a 6 months notice. However, according to a recent
amendment to the Israeli Companies Law, 1999, an extraordinary
transaction of a public company with a holder of control which
is for a period exceeding 3 years, will need to be reapproved
every 3 years. Hence, the suggested resolution.
(5) (a) To approve the replacement of the current
Directors and Officers liability insurance policies for the
Company's Directors and Officers (except for Mr. Moshe Alkelai
and Mrs. Mazal Alkelai, the controlling shareholders of Risco,
the controlling shareholder of the Company) with directors and
officers liability insurance policies of diminished coverage
and in consideration for a lower premium.
The current D&O insurance for Directors and Officers as
approved by the General Meeting on August 12, 2010, covers a
total liability of US$ 20 Million, for a current annual
premium of US$ 27,000. Renewal of this policy insurance for
the same coverage shall cost an annual premium of
approximately US$ 29,000.
The Audit Committee and the Board of Directors have approved,
subject to the approval of this General Meeting, to reduce the
total liability coverage to US$ 10,000,000 in consideration
for an annual premium of US$ 18,300 (the 'Basis Premium').
The period covered by this Resolution will be of five (5)
years, as of the date of approval by this General Meeting
('the 'Term').
Annual insurance premium may either increase up to the higher
of: 25% over the Basis Premium or the previous year paid
premium
(b) To approve the replacement of the current Directors and
Officers liability insurance policies of Mr. Moshe Alkelai and
Mrs. Mazal Alkelai, the controlling shareholders of Risco (the
controlling shareholder of the Company), with directors and
officers liability insurance policies on the same terms as the
(MORE TO FOLLOW) Dow Jones Newswires
September 03, 2012 09:21 ET (13:21 GMT)
DJ DGAP-HV: Electronics Line 3000 Ltd.: -2-
insurance policy to be purchased for the remaining directors
and officers (Mr. Moshe Alkelai and Mrs. Mazal Alkelai will be
included in the policy to be purchased for the remaining
directors) for a period of three (3) years as of the date of
approval by this General Meeting (maximum period allowed by
Israeli Companies Law).
(6) To discuss the Company's 2011 financial reports and
the Board's report on the annual business affairs of the
Company for 2011.
The Board decided, after due consideration and for the benefit of the
Company's growth, that for the fiscal year 2011, no dividends will be
paid and the Company will not initiate a shares buy back plan.
The approval of proposals 1, 2 and 5(a) 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 and 5(b) 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 one half (1/2) of shareholders present
at the time of voting, who do not have personal interest in
the resolution or representatives of such persons; in
counting the total votes of such shareholders, abstentions
shall not be taken into account;
(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 2011 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 and Ms. Mazal Alkelai, 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 and Ms. Mazal
Alkelai and 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 - APPROVAL OF A NON-EXCLUSIVE DISTRIBUTION SERVICES AGREEMENT
WITH RISCO LTD.
The Board has recommended to enter into a non exclusive distribution
services agreement with Risco Ltd., pursuant to which, the Company
shall provide Risco with distribution services, the details of which
and the remuneration mechanism therefore are set forth hereinabove.
It is proposed that at the Special Meeting, the following resolution
be adopted:
3 'RESOLVED, To approve entering into a non-exclusive distribution
services agreement with Risco Ltd. ('Risco') the largest and
controlling shareholder of the Company for the provision of
distribution services (the 'Agreement') by the Company to Risco, the
details of which are as set forth in section 3 to the Statement of the
Company and to authorize the Company's management to execute this
Agreement.'
The Board recommends a vote FOR the approval of this proposed
resolution.
ITEM 4 - APPROVAL OF EXTENSION OF EXISTING DISTRIBUTION AGREEMENT WITH
RISCO LTD.
Risco distributes the Company's products pursuant to a Distribution
Agreement between Risco and the Company dated August 12, 2010 that has
been authorized by the General Meeting of Shareholders (the 'Existing
Distribution Agreement'). The Existing Distribution Agreement
determines that it shall be in effect for a term of 5 years, and after
the lapse of 2 years from its effectuation date, either party may
terminate it on a 6 months notice. However, according to a recent
amendment to the Israeli Companies Law, 1999, an extraordinary
transaction of a public company with a holder of control which is for
a period exceeding 3 years, will need to be reapproved every 3 years.
The Board has recommended to extend the Existing Distribution
Agreement for a 3 years period as of the approval of this General
Meeting.
It is proposed that at the Special Meeting, the following resolution
be adopted:
4 'RESOLVED, To approve the extension of the distribution agreement
with Risco for the provision of distribution services by Risco to the
Company dated August 12, 2010 for a period of three (3) years, as of
the date of approval by this General Meeting. After the lapse of 2
years from the date of approval by this General Meeting, either party
may terminate it on a 6 month notice.'
The Board recommends a vote FOR the approval of this proposed
resolution.
ITEM 5 - DIRECTORS AND OFFICERS LIABILITY INSURANCE
The Board of Directors recommends to approve the replacement of the
current D&O insurance for Directors and Officers with a new D&O
insurance for Directors and Officers of diminished coverage and in
consideration for a lower premium the details of which are as set
forth in section 5(a) to the Statement of the Company.
5 (a) 'RESOLVED, To approve the replacement of the
current D&O liability insurance for the Company's Directors
and with a new D&O insurance for Directors and Officers
(except for Mr. Moshe Alkelai and Mrs. Mazal Alkelai, the
controlling shareholders of Risco, the controlling shareholder
of the Company) the details of which are as set forth
insection 5(a) to the Statement of the Company.'
(b) RESOLVED, To approve the replacement of the current D&O
liability insurance for Mr. Moshe Alkelai and Mrs. Mazal
Alkelai, the controlling shareholders of the Risco (the
controlling shareholder of the Company), with a new D&O
insurance details of which are as set forth insection 5(b) to
the Statement of the Company.
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: September 3, 2012
Attachment A
Electronics Line 3000 Ltd.
Ownership Certificate
Company Name: Electronics Line 3000 Ltd.
Company Registration Number: 51-3342535
We, the undersigned, hereby certify, as of September 20, 2012, as
follows:
Details of Shareholder:
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September 03, 2012 09:21 ET (13:21 GMT)
(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: _____________
Attachment 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 OCTOBER 10, 2012
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 Thursday, September 20,
2012, at the Annual General meeting of Shareholders of the Company to
be held at 14:30 on Wednesday, October 10, 2012, 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
and Ms. Mazal Alkelai 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 entering into a non-exclusive
distribution services agreement with Risco Ltd. ('Risco') the
largest and controlling shareholder of the Company for the
provision of distribution services (the 'Agreement') by the
Company to Risco, the details of which are as set forth in
section 3 to the Statement of the Company and to authorize the
Company's management to execute this Agreement.
- FOR - -
AGAINS- ABSTAI-
T N
a personal interest of the shareholder in the
approval of proposal 3
- YES - NO
4. To approve the extension of the distribution
agreement with Risco for the provision of distribution
services by Risco to the Company dated August 12, 2010 for a
period of three (3) years, as of the date of approval by this
General Meeting. After the lapse of 2 years from the date of
approval by this General Meeting, either party may terminate
it on a 6 month notice.
- FOR - -
AGAINS- ABSTAI-
T N
a personal interest of the shareholder in the
approval of proposal 4
- YES - NO
5. (a) To approve the replacement of the current D&O
liability insurance for the Company's Directors and with a new
D&O insurance for Directors and Officers (except for Mr. Moshe
Alkelai and Mrs. Mazal Alkelai, the controlling shareholders
of Risco, the controlling shareholder of the Company) the
details of which are as set forth insection 5(a) to the
Statement of the Company.
- FOR - AGAINST - ABSTAIN
(b) To approve the replacement of the current D&O liability
insurance for Mr. Moshe Alkelai and Mrs. Mazal Alkelai, the
controlling shareholders of the Risco (the controlling
shareholder of the Company), with a new D&O insurance details
of which are as set forth in section 5(b) to the Statement of
the Company.
- FOR - -
AGAINS- ABSTAI-
T N
a personal interest of the shareholder in the
approval of proposal 5(b)
- 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: _______________, 2012
______________________________________________________
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.
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Sprache: Deutsch
Unternehmen: Electronics Line 3000 Ltd.
Hachoma St. 14
75655 Rishon LeZion
Israel
Telefon: +972 3 9637777
Fax: +972 3 9616584
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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183979 03.09.2012
(END) Dow Jones Newswires
September 03, 2012 09:21 ET (13:21 GMT)
