Electronics Line 3000 Ltd.
Electronics Line 3000 Ltd.: Bekanntmachung der Einberufung zur Hauptversammlung am 15.12.2014 in Rishon LeZion, Israel mit dem Ziel der europaweiten Verbreitung gemäß §121 AktG
Electronics Line 3000 Ltd. / Bekanntmachung der Einberufung zur Hauptversammlung
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, 2013. The approval of proposals 1 and 2 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. 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 2013 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 DIRECTORSThe Board has recommended re-appointing Mr. Moshe Alkelai, Mr. Yigal Fatran 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 three (3) 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. 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 AUDITORThe 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. By Order of the Board of Directors,
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(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 ________________ 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 GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON DECEMBER 15, 2014
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby constitutes Sari Ellenberg 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, November 24, 2014, at the Annual General meeting of Shareholders of the Company to be held at 10:00 on Monday, December 15, 2014, 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. Sharon Sheep as Directors on the Company’s Board of Directors.
FOR | AGAINST | ABSTAIN | ||||||
2. To reappoint the accounting firm of Kost, Forer, Gabbay & Kasierer (Ernst & Young Group) as the auditor of the Company until the next Annual General Meeting, and to authorize the Board of Directors 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 | ||||||
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: | , 2014 | |
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. |