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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Elron Ventures Ltd (CE) | USOTC:ELRNF | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 1.11 | 0.00 | 01:00:00 |
ELRON ELECTRONIC INDUSTRIES LTD.
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(Registrant)
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By: /s/Yaron Elad
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Yaron Elad
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VP & CFO
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1.
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The Issue on the Agenda and a Summary of the Proposed Resolution in respect thereof
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1.1.
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To approve the amendment and extension of the Company's engagement with Discount Investment Corporation Ltd. ("DIC"), a controlling shareholder of the Company, in a services agreement for an additional period of three years from May 1, 2015.
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2.
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Part A – Details required pursuant to the Transaction with a Controlling Shareholder Regulations With respect to the issue stated in Section 1.1, set forth below is a summary of the engagement and the main terms and conditions thereof pursuant to the provisions of the Transaction with a Controlling Shareholder Regulations
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2.1.
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Amendment and Extension of the Company's Engagement with DIC in a Services Agreement
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3.
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Controlling Shareholders which have a Personal Interest in the Approval of the Engagement and the Nature of their Personal Interest
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3.1.
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To the best of the Company's knowledge, the following may be deemed as controlling shareholders which have a personal interest (within the meaning thereof in the Companies Law) in the approval of the said engagement in Section 1.1 above:
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3.1.1.
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DIC is deemed a controlling shareholder of the Company, by virtue of DIC's holdings as of February 28, 2015 of 50.32% of the Company's issued share capital and voting rights. DIC is a public company whose shares are traded on the Tel Aviv Stock Exchange, and it has a personal interest in the approval of the amendment and extension of the engagement in the Services Agreement as stated in Section 1.1 above, due to it being a direct party thereto.
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3.1.2.
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IDB Development Corporation Ltd. ("IDBD") is deemed an indirect controlling shareholder of the Company by virtue of IDBD's control of DIC. Therefore, IDBD may be deemed to have a personal interest in the approval of the engagement in light of it being between DIC and the Company.
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3.1.3.
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To the best of the Company's knowledge, as of February 28, 2015, approximately 129,324.78 shares of the Company (approximately 0.43% of the Company's issued share capital and voting rights) are held by Clal Insurance Enterprises Holdings Ltd., a public company controlled by IDBD; as such, the shares referenced in this section may be deemed to be held by an entity which has a personal interest in the approval of the engagement.
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4.
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Names of the Directors who have a Personal Interest in Approval of the Engagement and the Nature of their Personal Interest
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5.
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Location and Date of the Meeting
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6.
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The Record Date
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7.
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The Majority Required
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7.1.
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The majority required for adoption of the proposed resolution specified in Section 1.1 of this Report is a majority of the shareholders who are entitled to vote and who are participating in the vote, either in person or through a power of attorney (including by proxy or voting instrument), provided that one of the following is fulfilled
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(a)
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The count of the majority votes at the Meeting includes a majority of all of the votes of the shareholders who do not have a personal interest in the approval of the said resolution, who are participating in the vote; the count of all of the votes of the said shareholders shall exclude abstaining votes
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(b)
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The total dissenting votes from among the shareholders stated in Section (a) above shall not exceed two percent (2%) of all of the Company's voting rights.
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8.
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Legal Quorum and Adjourned Meeting
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9.
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Inspection of the Immediate Report
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Israel Securities Authority
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Tel Aviv Stock Exchange Ltd.
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22 Kanfei Nesharim St.
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54 Achad Ha’am St.
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Jerusalem
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Tel Aviv
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Via Magna
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Via Magna
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1.
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The Issue on the Agenda and a Summary of the Proposed Resolution in respect thereof:
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1.1
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To approve the amendment and extension of the Company's engagement with Discount Investment Corporation Ltd. ("DIC"), a controlling shareholder of the Company, in a services agreement for an additional period of three years from May 1, 2015.
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2.
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Brief description of the Engagement and the Main Terms and Conditions thereofAmendment and Extension of the Company's Engagement with DIC in a Services Agreement
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2.1.
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It is proposed to approve the amendment and extension of the Company's engagement with DIC, a controlling shareholder of the Company, in a services agreement for an additional period of three years from May 1, 2015, pursuant to which the Company receives from DIC management and administration services that include CEO, CFO, comptroller, general counsel, company secretary, junior employee and administration employee services (the "Services Agreement", the "Services"). The Services are provided by functionaries who are appointed by DIC, subject to the Company's approval, and are employed or retained by DIC, at its expense, except as specified in Section 2.4 below ("Staff"). The Services do not include chairman of the board services1 and other headquarter services (such as office space, professional services of third parties etc.)
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2.2.
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The engagement between the parties in the Services Agreement was first entered into in May 2009 and was previously extended pursuant to a resolution of the shareholders at a general meeting of shareholders held on February 1, 2012. Pursuant to that resolution, the terms of the current services agreement are valid through April 30, 2015.
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2.3.
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In consideration for the Services, the Company will pay DIC a sum of NIS 6,000 thousand per annum (approximately $1,506 thousand per annum, pursuant to the exchange rate known on March 4, 2015), linked to the consumer price index as of May 1, 2016 where the base index will be the higher of the index known as of May 1, 2015 or the index known as of May 1, 2016. The consideration will be paid quarterly. The consideration currently paid according to the services agreement is approximately NIS 6,100 thousand per year (NIS 5,900 thousand, linked to the index as of November 2011), approximately $1,531 thousand per year, pursuant to the exchange rate known on March 4, 2015. As a result, the consideration that will be paid after the extension of the proposed engagement represents a decrease of NIS100 thousand per year compared to the consideration currently paid.
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2.4.
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According to the Services Agreement, the Company's CEO and CFO are proposed and appointed by the Company subject to receipt of the approval of the Company's board of directors and DIC. The comptroller, general counsel and the company secretary are proposed and appointed by the Company, subject to receipt of DIC's approval. According to the Services Agreement, the Company may require DIC to terminate the activity in the Company's affairs of any of DIC's employees who are employed in the Company's affairs
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2.5.
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It is noted that the Services Agreement does not include the payment of bonuses by DIC to employees. The Company, at its sole discretion and expense, and subject to all approvals required by law, may grant special bonuses to the Staff for their contributions to the Company. The Company has adopted a compensation policy for officers and has applied this compensation policy regarding grants to two of the Company officers, the CEO and the CFO.
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2.6.
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Each party may terminate the Services Agreement, subject to the provision of advance notice of one hundred and twenty days, provided that DIC shall cease to be the main shareholder of Elron.
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2.7.
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According to the Services Agreement, the Company is obligated to indemnify DIC in respect of any amount which DIC shall be required to pay as a result of a legal or administrative proceeding initiated by a third party (with the exception of the Staff) seeking to impose liability on DIC due to an act or omission in the performance of the Services, unless such act or omission shall have been performed with gross negligence or in bad faith. In addition, DIC will not be responsible for any act or omission of a member of Staff in the performance of the Services, unless such act or omission was performed in accordance with the explicit instructions of DIC. In accordance with the Services Agreement, the Company provides Staff holding office as officers with letters of indemnification in respect of liabilities to which they are exposed as a result of their office. To the extent a court or competent authority recognizes the Company as an employer of the Staff and imposes liability on it therefor, DIC is obligated to indemnify the Company for any such liability.
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2.8.
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According to the Services Agreement, DIC is obligated to provide the Services through a sufficient number of people with the appropriate experience and capabilities. In addition, DIC may designate Staff or other persons to serve on the boards of directors of companies in which the Company has invested, after receipt of the approval of the Company's CEO.
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2.9.
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Set forth below are additional details pursuant to the First Schedule to the Transaction with a Controlling Shareholder Regulations
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2.9.1.
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Set forth below is a summary of the compensation that the Company will pay DIC in the framework of the Services Agreement, pursuant to the Sixth Schedule to the Immediate Reports Regulations:
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Details of the Recipient of the Compensation
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Compensation for Services (in Terms of Cost to the Company) (NIS in Thousands)
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Other Compensation in Terms of Cost to the Bank (NIS in Thousands)
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Name
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Position
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Scope of Position
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Rate of Holding in Corporation's Capital
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Salary
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Bonus
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Share Based Payment
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Management Fee
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Consulting Fee
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Commission
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Other
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Interest
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Rent
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Other
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Total
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DIC
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-
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Approximately 50.32%
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-
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-
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6,000
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-
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-
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-
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-
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-
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-
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6,000
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2.9.2.
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The parties on behalf of DIC that provides the Services – As stated above, all of the Company's employees are employed by DIC. According to the Services Agreement, the Company's CEO and the CFO are proposed and appointed by the Company, subject to receipt of the approval of the Company's board of directors and DIC. The comptroller, general counsel and the company secretary are proposed and appointed by the Company, subject to receipt of DIC's approval. According to the Services Agreement, the Company may require DIC to terminate the activity in the Company's affairs of any of DIC's employees who are employed in its affairs.
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2.9.3.
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The parties that provided the Services before the Engagement in the Services Agreement – Commencing from the initial engagement in the Services Agreement in 2009 and through the date of this Report, the Company operates in the framework of a services agreement pursuant to which it receives from DIC, management and administration services including services of CEO, CFO, the comptroller, general counsel, corporate secretary, junior employees and administration employees who were employed during these years in the same scope as their current employment. Prior to 2009 and before the initial engagement in the Services Agreement, the said services were provided by the Company's employees. After the engagement in the Services Agreement in 2009, all of the Company's employees, with the exception of the then chairman of the board, ended their employment at the Company and some of them were hired by DIC immediately thereafter, and continued to provide the Services as employees of DIC (it should be pointed out that since May 2009, personnel changes have occurred in the manning of the DIC staff which provide services to the Company, although the scope of the Services and the nature thereof have not changed).
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2.9.4.
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The Cost of the Services to the Company before and after the Engagement – The total cost of the Services to the Company after extension of the engagement in the Services Agreement, as proposed in this section, is expected to be approximately NIS6,000 thousand per year, (approximately $1,506 thousand per year pursuant to the exchange rate known on March 4, 2015) linked to the consumer price index as of May 1, 2016 (where the base index will be the higher of the index known as of May 1, 2015 or the index known as of May 1, 2016). The total cost of the Services to the Company according to the Services Agreement currently is NIS 6,100 thousand, per year and approximately $1,531 thousand per year, pursuant to the exchange rate known on March 4, 2015.
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2.9.5.
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The Basis for Determination of the Consideration – The basis for determination of the consideration was an agreement between the Company and DIC regarding the costs and input involved in provision of the Services after negotiations conducted by the chairman of the Company’s audit committee (as authorized by the Company’s audit committee) with DIC’s management. For further information see Section 4 below. The Company’s audit committee and board of directors determined that the consideration is fair and reasonable.
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2.9.6.
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Additional Payments that the Company makes to the Controlling Shareholder as Salary, Participation in Expenses or Provision of other Services and their Total Cost to the Company – The Company engaged with IDBD, DIC's parent company and an indirect controlling shareholder of the Company, in an arrangement for receipt of technical assistance and related support services for the Company's computer systems from IDBD's support center (the "Support Center"), in consideration for the Company's participation in a proportionate share of the direct expenses entailed by the activity and maintenance of the Support Center for a period of three years beginning August 8, 2014. The Company bears such expenses in accordance with the ratio between the number of computer stations at the Company (including at the Company's subsidiary, RDC – Rafael Development Corporation Ltd. so long as it receives such support services) and all of the computer stations of IDBD and the companies from the IDB group and other companies which receive the support center services. The cost of this service amounted, in 2013, to approximately $29 thousand, and 2014, to approximately $33 thousand.
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3.
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The Controlling Shareholders which have a Personal Interest in the Approval of the Engagement and the Nature of their Personal Interest
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3.1.
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To the best of the Company's knowledge, the following may be deemed as controlling shareholders which have a personal interest (within the meaning thereof in the Companies Law) in the approval of the engagement discussed in Section 1.1 above:
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3.1.1.
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DIC is deemed a controlling shareholder of the Company, by virtue of DIC's holdings as of February 28, 2015 of 50.32% of the Company's issued share capital and voting rights. DIC is a public company whose shares are traded on the Tel Aviv Stock Exchange, and it has a personal interest in the approval of the amendment and extension of the engagement in the Services Agreement as stated in Section 1.1 above, due to its being a direct party thereto.
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3.1.2.
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IDB Development Corporation Ltd. ("IDBD") is deemed an indirect controlling shareholder of the Company by virtue of IDBD's control of DIC. Therefore, IDBD may be deemed to have a personal interest in the approval of the engagement in light of it being between DIC and the Company
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3.1.3.
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To the best of the Company's knowledge, as of February 28, 2015, approximately 129,324.78 shares of the Company (approximately 0.43% of the Company's issued share capital and voting rights) are held by Clal Insurance Enterprises Holdings Ltd., a public company controlled by IDBD; as such, the shares referenced in this section may be deemed to be held by an entity who has a personal interest in the approval of the engagement.
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3.1.4.
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IDBD was a wholly owned subsidiary of IDB Holding Corporation Ltd (“IDBH") until the completion of the first stage of a compromise with creditors in IDBH was approved by the District Court at Tel Aviv Jaffa, on January 5, 2014 and competed in May 2014 within the framework of which control of IDBH was lost by the previous controlling shareholders (indirectly) Messrs. Nochi Dankner and Shelly Bergman, Avraham Livnat and Yitzhak and Ruth Manor and control of IDB was transferred to Messrs. Eduardo Elsztain and Mordechai Ben-Moshe (through entities under their control- Dolphin Netherlands BV ("Dolphin Netherlands") with respect to Mr. Elsztain and H.A.A Extra Holdings Ltd (“HAA”) with respect to Mr. Ben Moshe – in equal shares).
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3.1.5.
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According to the reports of IDBD and to the best of the Company’s knowledge, a shareholders’ agreement (the “IDBD Shareholders’ Agreement”) was executed between Dolphin Fund Limited (“Dolphin Fund”) and ATH MBM Extra Holdings Ltd (“Extra”), a company under the control of Mr. Mordechai Ben Moshe (to which HAA and Dolphin Netherlands joined as parties, and as reported by IDBD following completion of the rights offering described below, also Inversiones Financieras del Sur S.A. (“IFISA”) (this is disputed by HAA), and accordingly all the provisions of the IDBD Shareholders’ Agreement apply to these companies, jointly and severally with Extra and Dolphin Fund, respectively) (Messrs Eduardo Elsztain and Mordechai Ben Moshe were defined as a party to this agreement only with regard to the representations and warranties clauses of the agreement).
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3.1.6.
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The IDBD Shareholders’ Agreement applies to the shares held by the parties in IDBD from time to time, including shares purchased by any of the parties in future and determines various arrangements.
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3.1.7.
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To the best of the Company’s knowledge, as a result of the rights offering conducted by IDBD in February 2015, the percentage shareholding of entities controlled by Mr. Eduardo Elsztain increased to 61.5% of the issued share capital of IDBD (through Dolphin Netherlands and other entities, together, the "Dolphin Group"), while the percentage shareholding of Mr. Mordechai Ben Moshe (through HAA) decreased to 16.2% of the issued share capital of IDBD (prior to the rights offering, each held, through companies controlled by him, approximately 31.27% of the issued share capital of IDBD).
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3.1.8.
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To the best of the Company’s knowledge, the said changes in the percentage shareholdings of IDBD may lead to changes in the control structure of IDBD and composition of the board of directors of IDBD (particularly taking into consideration the provisions of shareholders agreement of IDBD, including a provision that to the extent that any of the parties shall hold more than 5% of the issued share capital of IDBD in excess of the other party, then the decision of such party will bind the other party and the parties will vote their shares at a shareholders meeting of IDBD in accordance with the decision of the party with the excess shareholding as well as regarding the composition of the Board of IDBD).
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3.1.9.
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To the best of the Company’s knowledge, in an exchange of correspondence between the Dolphin Group and HAA in February and March 2015, the Dolphin Group demanded, further to the rights offering and in connection with the shareholders' agreement between them, among other things, changes in the composition of the board of directors of IDBD in order to be the dominant controlling shareholder of IDBD. HAA, which has claims against the rights offering conducted by IDBD, rejected these demands and demanded to purchase from the Dolphin Group, shares of IDBD purchased within the framework of and following the rights offering (in such a manner that if a purchase is carried out, HAA will be the dominant controlling shareholder of IDBD. This demand was rejected by the Dolphin Group. The parties exchanged proposals for an arbitration procedure to resolve the disputes between them.
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4.
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The Manner in which the Consideration was Determined
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4.1.
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On February 22, 2015, the audit committee decided that under the circumstances and given the nature of the services provided by DIC, which principally are management and administration services through the employment of all Company employees, there is no point in a competitive procedure for the extension of the Company's engagement in the Services Agreement due to the fact that the appointment of the employees was determined in coordination with the Company; there is a desire and an advantage to continue receiving the services by the said employees, and it is unlikely that any other entity would provide such services while maintaining continuity within a different framework of costs.
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4.2.
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In light of the above, the audit committee decided that the Company will conduct another procedure in examining the agreement and decided to authorize the chairman of the audit committee (who is an external director) to negotiate with the Controlling Shareholder regarding the terms of the Services Agreement and to bring the findings before the audit committee.
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4.3.
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In accordance with the abovesaid, the chairman of the audit committee held negotiations with DIC regarding the terms of the Services Agreement. For this purpose, data regarding the cost of employing the Company’s employees at DIC as of the date of this Report was presented to the chairman of the audit committee (and subsequently, to the full audit committee and the board of directors). The report collating this data is attached as Annex A to this Report. Also presented to the chairman of the audit committee, at his request, was a memorandum prepared by the Company’s external legal advisors setting out guidelines and highlighting the proper negotiation conduct.
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4.4.
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Description of the agreements reached by the chairman of the audit committee with DIC regarding the Services Agreement, and in particular the consideration to be paid thereunder, were brought before the audit committee, and after a detailed discussion was held by the audit committee, was approved by the audit committee.
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4.5.
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It is noted that the amount of the consideration to be paid by the Company for the Services, is low in comparison to the estimated cost attributed to the Services provided to the Company as stated above and detailed in Annex A and lower than the amount paid today by the Company within the framework of the Services Agreement.
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5.
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The Approvals Required for Performance of the Engagement and the Conditions Determined for Performance of the Transaction
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5.1.
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The resolution on the matter described in Section 1.1 was approved by the Company's audit committee and by the Company's board of directors on March 3, 2015 and on March 11, 2015, respectively.
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5.2.
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The said resolutions require the approval of the Company's general meeting, which has been convened as described below in this Report.
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6.
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Detail of Transaction of the Type of the Engagement or Transactions Similar to the Engagement, between the Company and the Controlling Shareholder or in which the Controlling Shareholder had a Personal Interest in the Last Two Years
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6.1.
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As described above, the Company's engagement with DIC in the Services Agreement was entered into for the first time in May 2009 and was extended in 2012 through May 1, 2015.
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6.2.
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In addition, for the sake of caution, it is noted that the Company engaged with IDBD in an arrangement regarding the Company's use of technical assistance and related support services for computer systems which are provided by IDBD's support center for a period of three years beginning August 8, 2014. In addition, the Company engaged in a transaction from September 2004 in the framework of which the Company, together with IDBD and a certain other company from the IDBD group, jointly leased space at 3 Azrieli Center (Triangular Tower, 41st floor), Tel Aviv. The entities divided the costs of this space between them in accordance with certain fixed rates. Furthermore, in July 2010, the Company entered into an arrangement with the IDBD for the use of space in the Company’s offices which was valid until August 7, 2014; and in March 2011 the Company entered into a similar arrangement with DIC which was valid until August 7, 2014. In addition, the Company pays directors’ compensation for the services provided by officers from IDBD and DIC who serve on the Company’s board of directors, which compensation is paid to these companies.
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7.
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The Reasons of the Audit Committee and the Board of Directors for Approving the Engagement contemplated in the Report
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7.1.
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In view of the experience accumulated since commencement of the provision of the Services by DIC, the scope of the Services provided to the Company by DIC and the quality thereof, are professional and suitable, both in nature and scope, for the Company's business.
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7.2.
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The Services Agreement's contribution to the Company is significant to the Company's business and to its achievements, and the continued receipt of the management services in the framework of the Services Agreement is in the Company's best interests, inter alia in view of the experience accumulated since commencement of the engagement with DIC in 2009.
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7.3.
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Engagement in the Services Agreement is based on a staff of officers and other professionals in the Company who have the education, skills, expertise, professionalism and experience required for the Company's business.
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7.4.
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Renewal of the engagement in the Services Agreement enables some of the Company's management expenses to be fixed for the long-term and reduces the uncertainty of the scope of the Company's expenses.
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7.5.
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The consideration that is paid by the Company to DIC in the framework of the Services Agreement is fair and reasonable, considering the scope and complexity of the Company's business, the scope and type of services that are provided to the Company, their quality and their contribution to the Company. According to the data provided to the audit committee and to the board of directors, the cost of provision of the Services independently by the Company would not be lower than the consideration paid by the Company to DIC for the said management services.
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7.6.
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Approval of the engagement is not considered a distribution, as such term is defined in the Companies Law.
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7.7.
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Under the circumstances and given the nature of the Services provided by the Controlling Shareholder, which principally are management and administration services through the employment of all Company employees, there is no point in a competitive procedure for the extension of the Company's engagement in the Services Agreement due to the fact that appointing the employees was determined in coordination with the Company; there is a desire and an advantage to continue receiving the services on these employees , and it is unlikely that any other entity would provide such services while maintaining continuity within the framework of the various costs. Under the circumstances, the other procedure performed by the Company through the appointment of the chairman of the audit committee to conduct negotiations with the Controlling Shareholder is appropriate and satisfactory
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7.8.
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In consideration of all of the above, the audit committee and the board of directors are of the view that engagement in the Services Agreement with DIC, including the consideration set forth therein, serves the best interests of the Company and is fair and reasonable.
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8.
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Names of the Directors who Participated in Deliberations at the Audit Committee and at the Board of Directors
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8.1.
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Ehud Rassabi (external director and audit committee chairman), Lee-Bath Nelson (external director), Yehuda Freidenberg (external director) and Arie Ovadia (independent director) participated in the meeting of the audit committee dated March 3, 2015 which approved the engagement.
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8.2.
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Ehud Rassabi, Lee-Bath Nelson , Yehuda Freidenberg, Prof. Arie Ovadia and Prof. Gabi Barbash participated in the resolution of the board of directors dated March 11, 2015 which approved the engagement.
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9.
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Names of the Directors who have a Personal Interest in Approval of the Engagements and the Nature of their Personal Interest
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10.
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Notice regarding the Convening of a Special General Meeting; Location and Date of the Meeting
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11.
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The Record Date
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12.
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The Majority Required
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12.1.
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The majority required for adoption of the proposed resolution specified in Section 1.1 of this Report is a majority of the shareholders who are entitled to vote and who are participating in the vote, either in person or through an attorney (including by proxy or written proxy), provided that one of the following is fulfilled
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(a)
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The count of the majority votes at the Meeting includes a majority of all of the votes of the shareholders who do not have a personal interest in the approval of the said resolution, who are participating in the vote; the count of all of the votes of the said shareholders shall exclude abstaining votes.
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(b)
|
The total dissenting votes from among the shareholders stated in Section (a) above shall not have exceeded two percent (2%) of all of the Company's voting rights.
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13.
|
Legal Quorum and Adjourned Meeting
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14.
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Manner of Voting
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14.1.
|
A shareholder who wishes to participate in and vote at the Meeting will be entitled to do so if he shall have delivered to the Company, before commencement of the Meeting, confirmation regarding his ownership of the shares on the Record Date, prepared pursuant to the Companies Regulations (Proof of Share Ownership for the Purpose of Voting at the General Meeting), 5760-2000, as specified below.
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14.2.
|
A shareholder of the Company may participate in and vote at the Meeting in person, or may appoint a proxy who will be able to participate in the general meeting and to vote on his behalf (in accordance with the provisions of the Company’s articles of association). A document appointing a proxy (the "Letter of Appointment"), as well as an original power of attorney by virtue of which the Letter of Appointment was signed (if any), must be deposited at the Company's registered office at least 48 hours before the time scheduled for the meeting. The Letter of Appointment shall state both the full names of the principal and of his proxy, as appears at the Registrar of Companies or in the I.D. card (as the case may be), their number at the Registrar of Companies or their I.D. numbers (as the case may be), and the place of their incorporation or their passport country (as the case may be).
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15.
|
Confirmation of Ownership and Proxy Card
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15.1.
|
A shareholder whose shares are registered with a TASE member may receive confirmation of the ownership from the TASE member through which he holds his shares, at a branch of the TASE member or by mail to his address in consideration for the delivery fee only, if he shall have so requested, provided that a request in this regard shall be made in advance for a specific securities account.
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16.
|
Voting by Written Proxies and Position Statements
|
17.
|
Authority of the ISA
|
18.
|
Inspection of theDocuments and Details regarding the Company's Representatives
|
Department
|
Number of employees currently employed in each department and the scope of their employment
|
Costs of employing such employees in each department as of the date of this Report (NIS in thousands) *
|
Finance and Accounting
|
5 full time employees and a payroll administrator whose scope of employment is 40%
|
2,316
|
Business Development
|
3 full time employees
|
2,650
|
Legal
|
One full time employee and a general counsel who is employed with a scope of 1,100 hours per year
|
725
|
G&A (General and Administrative)
|
2 full time employees
|
277
|
Total
|
11 full time employees, a payroll administrator whose scope of employment is 40% and a general counsel who is employed with a scope of 1,100 hours per year
|
6,090
|
Proposal No. 1 - To approve the amendment and extension of the Company's engagement with Discount Investment Corporation Ltd., a controlling shareholder of the Company, in a service agreement for an additional period of three years from May 1, 2015.
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|
qFOR qAGAINST qABSTAIN
|
Dated: ______________________, 2015
________________________________
IMPORTANT: Please sign exactly as name appears at the left. Each joint owner should sign. Executors, administrators, trustees, etc. should indicate the capacity in which they sign.
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