FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
REPORT OF FOREIGN ISSUER
Pursuant to rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934
For the month of April 2003
ACS - TECH80 LTD.
(Translation of registrant's name in English)
HA'MADA AVENUE, RAMAT GABRIEL INDUSTRIAL PARK, MIGDAL HA'EMEK, ISRAEL
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.
Form 20-F [X] Form 40-F [_]
Attached as Exhibit 1 to this Report on Form 6-K is the Proxy Statement of ACS -
Tech80 Ltd. (the "Registrant") in connection with the solicitation of proxies by
the Registrant's board of directors, to be voted at the Annual Meeting of
Shareholders of the Registrant scheduled to be held at its registered offices at
Ha'Mada Avenue, Migdal Ha'Emek, Israel, on December 27, 2005, at 17:00 p.m.,
local time, and at any adjournment thereof.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
ACS - Tech80 Ltd.
(Registrant)
By: /S/ Ze'ev Kirshenboim
-------------------------
Ze'ev Kirshenboim
President and CEO
November 21, 2005
ACS-TECH80 LIMITED
NOTICE OF AN ANNUAL MEETING OF SHAREHOLDERS
SCHEDULED FOR DECEMBER 27, 2005
To the Shareholders:
The Annual Meeting of Shareholders of ACS-Tech80 Limited, an Israeli
company (the "COMPANY"), will be held at the Company's registered offices
at Ha'Mada Avenue, Migdal Ha'Emek, Israel, on December 27, 2005, at 17:00
p.m., local time, for the following purposes:
(1) To re-elect three of the current directors of the Company, each of
whom is to hold office until the next Annual Meeting of Shareholders
or until the due election and qualification of his/her successor; and
to fix the remuneration of the members of the Company's board of
directors that are not employed by the Company, except for the
Company's Chairman of the Board.
(2) To elect an External Director as required under the Israeli Companies
Law, 1999, to replace Mr. Zeev Ritman, since his term as External
Director will expire in June 2006.
(3) To discuss the Audited Consolidated Financial Statements of the
Company for the fiscal year ended December 31, 2004.
(4) To appoint Kost Forer Gabbay & Kasierer (Members of Ernst & Young
Global) as the Company's independent auditors until the next annual
meeting of the Company's shareholders or until otherwise duly replaced
and to authorize the Board to fix their remuneration.
(5) To approve the grant of up to 60,000 stock options to Mr. Ze'ev
Kirshenboim, a director of the Company, its CEO, holder of
approximately 24.5% of its outstanding share capital, and up to 5,000
stock options to Ms. Ilana Kirshenboim, VP Human Resources and
Secretary of the Company. Ms. Kirshenboim is Mr. Kirshenboim's spouse.
Mr. Kirshenboim is the beneficial holder (assuming the exercise of any
option granted to him and to his spouse, including options granted
which are subject to shareholders' approval, whether or not
exercisable within 60 days) of approximately 29.9% of the Company's
outstanding share capital.
(6) To approve the grant of 5,000 stock options to Jacob Engel, the
Chairman of the Board of Directors of the Company, holder of
approximately 19.4% of its outstanding share capital and a beneficial
holder (assuming the exercise of any option granted and including
options granted which are subject to shareholders' approval, whether
or not exercisable within 60 days) of approximately 19.8% of the
Company's outstanding share capital.
(7) To approve the renewal and extension of the existing Directors and
Officers Liability Insurance policy, insuring the Company's directors
and officers against liability resulting from their position with the
Company.
(8) To approve an amendment to the provisions of the Company's Articles of
Association which relate to indemnification and insurance of directors
and officers, in accordance with recent changes in the Israeli
Companies Law.
(9) To approve a revised indemnification undertaking towards the Company's
directors and officers.
(10) To transact such other business as may properly come before the
meeting or any adjournment thereof.
Only shareholders of record at the close of business on November 23,
2005 will be entitled to receive notice of, and to vote at, the meeting or
any adjournments thereof.
If you cannot personally attend the meeting, you are requested to
promptly fill in, sign and return the proxy submitted to you herewith.
By order of the Board of Directors,
Ze'ev Kirshenboim
President and Chief Executive Officer
Dated:
November 20, 2005
ACS-TECH80 LIMITED
PROXY STATEMENT
This proxy statement is being furnished in connection with the solicitation
of proxies by the Board of Directors of ACS Tech80 Limited, an Israeli company
(together with its subsidiaries, the "COMPANY"), to be voted at the Annual
Meeting of Shareholders (the "MEETING") scheduled to be held at the Company's
registered offices at Ha'Mada Avenue, Migdal Ha'Emek, Israel, on December 27,
2005, at 17:00 p.m., local time, and any adjournment thereof.
Only shareholders of record as of the close of business on November 23,
2005 are entitled to receive notice of, and to vote at, the Meeting or any
adjournment thereof. On that date, the Company had outstanding 3,106,687
ordinary shares, par value NIS .01 per share (the "ORDINARY SHARES"), of which
24,802 shares were held by the Company and therefore, under the Israeli
Companies Law, are not entitled to vote at the Company's shareholders meeting.
The presence in person or by proxy of two shareholders, together holding more
than one third of the voting power of the issued share capital of the Company
conferring a right to vote, and entitled to vote, shall constitute a quorum for
the transaction of business at the Meeting. Each share is entitled to one vote.
Each form of proxy which is properly executed and returned to the Company
will be voted in accordance with the directions specified thereon, or, if no
directions are specified, will be voted in favor of the resolution brought
before the Meeting, as specified herein. Any shareholder giving a proxy may
revoke it at any time before it is exercised. Such revocation may be effected by
voting in person or by proxy at the Meeting, by returning to the Company prior
to the Meeting a proxy bearing a later date, or by otherwise notifying the
Secretary of the Company in writing prior to the Meeting.
The address of the Company's executive offices is Hamada Ave., Ramat
Gabriel, P.O.B. 5668, Migdal Ha'Emek, Israel 10500 and its telephone number is
011-972-4-6546-440.
PRINCIPAL SHAREHOLDERS
The following table sets forth information with respect to the beneficial
ownership, as of November 16, 2005, of Ordinary Shares of each of the Company's
shareholders known to beneficially own more than 5% of the outstanding Ordinary
Shares, and by all executive officers and directors of the Company as a group:
SHARES OPTIONS TO PURCHASE PERCENTAGE
NAME AND ADDRESS OWNED AS OF NOVEMBER PERCENTAGE ORDINARY OUTSTANDING ON A
OF BENEFICIAL OWNER 16, 2005 OUTSTANDING SHARES (1) FULLY DILUTED BASIS(5)
------------------- -------- ----------- ---------- ----------------------
Ze'ev Kirshenboim 759,503 24.45% 240,220(2) 29.07%
Jacob Engel 602,246 19.39% 15,000(3) 17.95%
All directors and executive officers
of the Company as a group 1,362,999 43.87% 332,660(4) 49.30%
Total persons or entities owning
more than 5% of the outstanding
ordinary shares 1,361,749 43.83% 255,220 47.01%
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1) Including all options to purchase ordinary shares, whether or not
exercisable within 60 days.
2) Including stock options granted to Mr. Kirshenboim and his spouse,
which are subject to the approval of the shareholders meeting.
3) Including stock options granted to Mr. Engel, which are subject to the
approval of the shareholders meeting.
4) Including stock options granted which are subject to the approval of
the shareholders meeting.
5) Not including additional options granted to employees of the Company
that are not officers or directors of the Company.
ITEM 1
RE-ELECTION OF DIRECTORS AND THE FIXING OF THEIR REMUNERATION
The Board of Directors recommends re-electing the three nominees for
director listed below. The directors to be elected are to hold office until the
next Annual Meeting of Shareholders or until their respective successors are
elected and shall have qualified. If for any reason any of said nominees will
become unavailable for election, proxies will be voted for a substitute nominee
designated by the Board of Directors. However, the Board has no reason to
believe that this will occur. In addition to these three directors, the
Company's board of directors includes two External Directors that are appointed
pursuant to the Israeli Companies Law for a period of several years (one of whom
shall be appointed pursuant to Item 2 below).
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Directors of the Company shall be elected by the majority of the votes cast
at the Annual Meeting.
The Company proposes that directors employed by the Company shall receive
no remuneration for serving on the Board. External Directors under the Israeli
Companies Law and directors not employed by the Company shall receive the
minimum remuneration per annum and per meeting authorized for payment to
external directors under the Israeli Companies Regulations (Rules Regarding the
Compensation of External Directors), 2000.
ALTERNATE DIRECTORS
The Company's Amended and Restated Articles of Association provide that any
director may appoint, by written notice to the Company, any individual to serve
as an alternate director, subject to the approval of the Board of Directors. The
Israeli Companies Law, 1999 (the "Companies Law") forbids a director or an
alternate director to act as an alternate for another director. Any alternate
director will have all of the rights and obligations of the director appointing
him or her (subject to the provisions of the letter appointing him or her),
except the power to appoint an alternate director and the right to receive
remuneration as a director. Pursuant to the Companies Law, the appointment of an
alternate director does not terminate the liability of the director whom he
replaces, which shall continue to apply, taking into account the circumstances
of the case. An alternate director may not act at a meeting at which the
director appointing him or her is present. Unless otherwise authorized by a
special resolution of the Company's shareholders, the alternate director's term
will not be for an indefinite time, but will expire when the appointing director
ceases to be a director, when the appointing director terminates the appointment
of the alternate director, or when an event occurs which results in the
termination of the alternate director's appointment by reason of
disqualification pursuant to the Amended and Restated Articles of Association of
the Company.
INDEPENDENT DIRECTORS; EXTERNAL DIRECTORS
INDEPENDENT DIRECTORS. Pursuant to the current listing requirements of the
NASDAQ SmallCap(R) Market applicable to foreign private issuers, the Company is
required to appoint a minimum of three independent directors meeting the
applicable qualification requirements set by NASDAQ, who are to serve on the
Company's audit committee.. Under rules adopted by NASDAQ applicable to foreign
private issuers as of July 31, 2005, the majority of the members of the board of
directors of listed companies will need to be independent. An "independent
director" for these purposes means a person other than an officer or employee of
a company or its subsidiaries or any other individual having a relationship,
which, in the opinion of the Company's board of directors, would interfere with
the exercise of independent judgment in carrying out the responsibilities of a
director.
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The following persons are not considered independent under the rules to be
applicable to us commencing July 31, 2005:
o a director who is or was employed by the company or by any parent or
subsidiary of the company within the last three years;
o a director who accepted or has family member (by blood, marriage or
adoption or has the same residence) who accepted any payments from the
company or any parent or subsidiary of the company in excess of
$60,000 during the current fiscal year or any of the past three fiscal
years, other than (i) compensation for board or board committee
service, (ii) payments arising solely from investments in the
company's securities, (iii) compensation paid to a family member who
is a non-executive employees of the company or a parent or subsidiary
of the company, (iv) benefits under a qualified plan or
non-discretionary compensation and (v) certain loans;
o a director who is a family member of an individual who is, or within
the past three years was, employed by the company or by any parent or
subsidiary of the company as an executive officer;
o a director who is, or has a family member who is, a partner in, or a
controlling shareholder or an executive officer of, any organization
to which the company made, or from which the company received,
payments for property or services in the current or any of the past
three fiscal years that exceed 5% of the recipient's consolidated
gross revenues for that year, or $200,000, whichever is more, other
than (i) payments arising solely from investments in the company's
securities or (ii) payments under non-discretionary charitable
contribution matching programs;
o a director of the listed company who is, or has a family member who
is, employed as an executive officer of another entity where at any
time during the past three years any of the executive officers of the
listed company serve on the compensation committee of such other
entity; or
o a director who is, or has a family member who is, a current partner of
the company's outside auditor, or was a partner or employee of the
company's outside auditor who worked on the company's audit at any
time during any of the past three years.
This independence requirement does not apply to a company of which more
than 50% of the voting power is held by an individual, a group or another
company.
All Independent Directors must be financially literate and at least one
them must have accounting or related financial management expertise. The
responsibilities of the audit committee include, but are not limited to,
reviewing the scope and results of the audits conducted by our auditors. Failure
to comply with these requirements may result in the delisting of the Company's
Ordinary Shares from the NASDAQ SmallCap(R) Market. Messrs. Ze'ev Ritman, Eli
Dayan and Ms. Alexandra Pluber currently serve as Independent Directors of the
Company. The Company proposes to replace Mr. Ritman, whose statutory term as an
External Director will expire in June 2006, with Mr. Abraham Yoskovitz - See
Item 2 below.
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EXTERNAL DIRECTORS. Under the Israeli Companies Law, companies incorporated
in Israel whose shares have been offered to the public in or outside Israel are
required to appoint at least two external directors (the "External Directors").
The Companies Law details certain standards for the independence of the External
Directors. A person may not be appointed as an External Director if such person
or its relative, partner, employer or any entity under such person's control,
has, as of the date of the person's appointment, any affiliation with the
Company, any entity controlling the Company, or any entity controlled by the
Company or by its controlling entity. The term "affiliation" includes:
o an employment relationship;
o business or professional relationship maintained on a regular basis;
o control; and
o service as an office holder.
No person can serve as an External Director if the person's position or
other business creates, or may create, conflict of interests with the person's
responsibilities as an External Director. Until the lapse of two years from
termination of office, a company may not engage an External Director to serve as
an office holder and cannot employ or receive services from such person,
directly or indirectly.
External Directors are appointed by a majority vote of the shareholders'
meeting, provided that either:
o the majority of shares voted at the meeting includes at least one
third of the shares of non-controlling shareholders voted at the
meeting; or
o the total number of shares of non-controlling shareholders that voted
against the appointment does not exceed one percent of the aggregate
voting rights in the Company.
Under the Companies Law, an External Director is appointed for an initial
term of three consecutive years, and may be re-appointed for one additional
three-year term. Each committee of a company's board of directors must include
at least one External Director. Ms. Pluber and Mr.Ritman are currently the
Company's External Directors. Regulations promulgated under the Companies Law
set the minimum and maximum compensation, which may be paid to External
Directors. An External Director is otherwise prohibited from receiving any other
compensation in connection with his services as a director. Ms. Pluber serves as
an external director since December 2004, until December 2007. Mr. Ritman's term
as an External Director was renewed for a second term ending in June 2006. The
Company proposes to replace Mr. Ritman, effective as of June 2006, with Mr.
Abraham Yoskovitz - See Item 2 below.
According to the Companies Law, a company is required to appoint an audit
committee (the "Audit Committee"), comprised of at least three directors,
including all of the External Directors, but excluding (i) the Chairman of the
Board, (ii) any director who is employed by the Company or provides services to
the Company on a regular basis, or (iii) a controlling shareholder or its
relative. The audit Committee's role is to monitor deficiencies in the
management of the company's business practices, in consultation with the
internal controller or with the auditors, and to recommend to the Board of
Directors appropriate courses of action. The audit committee also determines
whether to approve certain actions and transactions with related parties.
Arrangements regarding compensation of directors require the approval of the
audit committee, the board of directors and the shareholders.
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Under the Companies Law, a company's board of directors is also required to
appoint an internal controller proposed by the Audit Committee. The role of the
internal controller is to examine whether the company's actions comply with the
law, and are carried out with integrity and in an orderly business manner. The
internal controller may be an employee of the company, but may not be a holder
of more than 5% of its shares, its general manager, a member of its board of
directors, an officer, or a relative of any of the foregoing. In addition, the
internal controller may not be the company's independent accountant or its
representative. The Company's internal controller is Mr. Michael Harel.
The rules of NASDAQ currently applicable to foreign private issuers such as
us require the Company to establish an audit committee of at least three
members, comprised solely of independent directors. All of the members of the
audit committee must be able to read and understand basic financial statements,
and at least one member must have experience in finance or accounting, requisite
professional certification in accounting or comparable experience or background.
The responsibilities of the audit committee under the NASDAQ rules include the
selection and evaluation of the outside auditors and evaluation of their
independence.
Pursuant to the Sarbanes-Oxley Act of 2002, the Securities and Exchange
Commission (the "SEC") issued new rules that, among other things, required
NASDAQ to impose independence requirements on each member of the audit
committee. NASDAQ has adopted rules that comply with the SEC's requirements and
which are applicable to foreign private issuers on July 31, 2005.
The adopted requirements implement two basic criteria for determining
independence: (i) audit committee members would be barred from accepting any
consulting, advisory or other compensatory fee from the issuer or a subsidiary
of the issuer, other than in the member's capacity as a member of the board of
directors and any board committee, and (ii) audit committee members of an issuer
that is not an investment company may not be an "affiliated person" of the
issuer or any subsidiary of the issuer apart from his or her capacity as a
member of the board and any board committee.
The SEC has defined "affiliate" for non-investment companies as "a person
that directly, or indirectly through one or more intermediaries, controls, or is
controlled by, or is under common control with, the person specified. The term
"control" is intended to be consistent with the other definitions of this term
under the Securities Exchange Act of 1934, as "the possession, direct or
indirect, of the power to direct or cause the direction of the management and
policies of a person, whether through the ownership of voting securities, by
contract, or otherwise."
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Under the NASDAQ rules to be applicable to foreign private issuers
commencing July 31, 2005, members of the audit committee will also need to
comply with the independence standards described under "Independent Directors;
External Directors - Independent Directors" above.
The Company's audit committee satisfies both the current Israeli law and
the NASDAQ requirements. The current members of the audit committee are Eli
Dayan, Alexandra Pluber and Ze'ev Ritman. Based on the information provided by
these individuals they are in compliance with NASDAQ's independence
requirements. The Company proposes to appoint Mr. Abraham Yoskovitz to replace
Mr. Ritman as member of the Audit Committee in June 2006 (See ITEM 2 below). Mr.
Yoskovitz also satisfies NASDAQ's independence requirements
INFORMATION CONCERNING NOMINEES
The name and age of each nominee and the year he became a director of the
Company is as follows:
FIRST BECAME A
NAME AGE DIRECTOR
---- --- --------
Ze'ev Kirshenboim 52 1987
Jacob Engel 56 1987
Eli Dayan 65 2003
ZE'EV KIRSHENBOIM, one of the founders of the Company, has been serving as
President, Chief Executive Officer, and Chief Financial Officer of the Company.
From 1984 until 1987, Mr. Kirshenboim served as a project leader for K&S, a
subsidiary of Kulicke & Soffa Ind. in Horsham, Pennsylvania in charge of
developing electronic hardware for semiconductor manufacturing equipment. From
1982 through 1984, Mr. Kirshenboim served as a design engineer for the Israel
Authority for Armament Development, developing servo systems for missiles. From
1979 through 1981, Mr. Kirshenboim served as a design engineer for Kulicke &
Soffa Ind., in Horsham, Pennsylvania, developing high speed servo systems for
high speed wire bonders.
JACOB ENGEL, one of the founders of the Company, has served as a Director
of the Company since 1987 and is currently the Company's Chairman of the Board.
Since 1992, Mr. Engel has served as Chief Executive Officer and controlling
shareholder of the companies in the Engel Construction Group, a group of
publicly traded real estate development companies, as well as of the affiliates
thereof.
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ELI DAYAN, CPA (Israel) has served as a Director since April 2003. Mr.
Dayan is the owner of an accounting firm located in Haifa, Israel, which he
established in 1973. From December 1998 till December 2004, Mr. Dayan was a
member of the board of directors of Engel Trade Centers Ltd., a public company
under the control of Mr. Jacob Engel, the chairman of the Company's board of
directors. Since 2000 Mr. Dayan has been a member of the Center for Arbitration
and Mediation of the Institute of Certified Public Accountants in Israel
(ICPAI).
EXECUTIVE COMPENSATION
The aggregate accrued compensation of all nine persons as a group who
served in the capacity of director or executive officer during the year ended
December 31, 2004 was approximately U.S. $985 thousand.
The Company proposes that directors employed by the Company shall receive
no remuneration for serving on the Board. External Directors under the Israeli
Companies Law and directors not employed by the Company shall receive the
minimum remuneration per annum and per meeting authorized for payment to
external directors under the Israeli Companies Regulations (Rules Regarding the
Compensation of External Directors), 2000.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR ITEM 1 TO
ELECT THE DIRECTOR NOMINEES AND TO FIX THEIR REMUNERATION AS ABOVE SAID.
ITEM 2
APPOINTMENT OF EXTERNAL DIRECTOR
Mr. Ze'ev Ritman has been serving as an External Director of the Company
since June 2000. Mr. Ritman's term will expire in June 2006, after serving the
maximum two terms allowed by the Companies Law, and the Company now proposes to
appoint Mr. Abraham Yoskovitz as an External Director, for a three year period,
commencing June 12, 2006.
Mr.Yoskovitz currently serves as Customer Logistics Support Manager for
Rafael Armament Development Authority Ltd., after having held several management
positions in Rafael. He holds a B.Sc. degree in Mechanical Engineering from the
Technion - Israel Institute of Technology.
As an External Director, Mr.Yoskovitz shall be entitled to the compensation
described in Item 1 above, which is the minimum remuneration per annum and per
meeting authorized for payment to external directors under the Israeli Companies
Regulations (Rules Regarding the Compensation of External Directors), 2000.
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The appointment of Mr.Yoskovitz requires the affirmative vote of the
majority of the votes cast at the shareholders meeting, provided that either:
o the majority of shares voted at the meeting includes at least one
third of the shares of non-controlling shareholders voted at the
meeting; or
o the total number of shares of non-controlling shareholders that voted
against the appointment does not exceed one percent of the aggregate
voting rights in the Company.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR ITEM 2 TO
ELECT MR. ABRAHAM YOSKOVITZ AND TO FIX HIS REMUNERATION AS ABOVE SAID.
ITEM 3
DISCUSSION OF THE COMPANY'S CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR 2004
At the Meeting, the Company's management will report on the
2004 financial results.
ITEM 4
INDEPENDENT PUBLIC ACCOUNTANTS
Kost Forer Gabbay & Kasierer, certified public accountants (Israel)
(members of Ernst and Young Global) have been selected by management to audit
the Company's financial statements until the next Annual Meeting of shareholders
or until otherwise duly replaced. Kost Forer Gabbay & Kasierer have been the
Company's independent auditors since January 2003. A representative of said firm
is expected to be present or available by telephone at the Meeting with an
opportunity to make a statement to the shareholders, and will respond to
appropriate questions. The compensation of Kost Forer Gabbay & Kasierer is
proposed to be determined by the Company's board of directors based on the scope
of services provided by such auditors.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR ITEM 4 TO
APPOINT KOST, FORER GABBAY & KASIERER AS THE COMPANY'S INDEPENDENT PUBLIC
ACCOUNTANTS AND TO EMPOWER THE BOARD TO SET THEIR COMPENSATION.
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ITEM 5
APPROVAL OF COMPANY STOCK OPTIONS
GRANTED TO MR. ZE'EV KIRSHENBOIM
On November 16, 2005, the Company's Board of Directors resolved to grant
Mr. Ze'ev Kirshenboim, a director of the Company, its CEO and a holder of 24.5%
of its outstanding share capital, up to 60,000 stock options of the Company. The
Company's Board of Directors also resolved to grant Mrs. Ilana Kirshenboim, VP
Human Resources and Company's Secretary and Mr. Kirshenboim's spouse, up to
5,000 stock options. Mr. and Mrs. Kirshenboim are deemed the joint beneficial
holders (assuming the exercise of any option granted to them, including options
granted which are subject to shareholders' approval, whether or not exercisable
within 60 days) of approximately 29.9% of its outstanding share capital.
The grant of such options is subject to the approval of the shareholders
meeting. In the event that the grant of any or all of such stock options is not
approved by the shareholders meeting, such stock options will be cancelled. The
Company's Board of Directors proposes that the shareholders approve the grant of
such stock options. The grant of such options to Mr. and Mrs. Kirshenboim is due
to the business results of the Company as of January 1, 2005 and Mr.
Kirshenboim's activities as of January 1, 2005 regarding repositioning of the
company, aiming at growth and improvements in the financial results in the
coming years.
Set forth below are the details of the stock options granted to Mr. and
Mrs. Kirshenboim which the shareholders are requested to approve:
NO. OF
OPTIONEE OPTIONS EXERCISE PRICE DATE OF GRANT VESTING DATE EXPIRATION DATE
-------- ------- -------------- ------------- ------------ ---------------
Ze'ev Kirshenboim 60,000 (*) Dec 27, 2005 Dec 27, 2005 Dec 26, 2015
Ilana Kirshenboim 5,000 (*) Dec 27, 2005 Dec 27, 2005 Dec 26, 2015
(*) Exercise price will be equal to the closing price of the Company's Ordinary
Shares on NASDAQ on the day the Company's Shareholders approve the grant of this
Option
Because Mr. Kirshenboim is deemed a controlling shareholder of the Company, the
grant of stock options granted to him is subject to the approval of the
Company's Audit Committee, Board of Directors and finally, its shareholders. The
Audit Committee and the Board of Directors approved the grant of the stock
options listed above to Mr. and Mrs. Kirshenboim on November 16, 2005.
The approval of the stock options granted to Mr. and Mrs. Kirshenboim by
the shareholders meeting requires the affirmative vote of the majority of the
votes cast at the shareholders meeting, provided that either:
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o the majority of shares voted at the meeting includes at least one
third of the votes cast at the meeting by those shareholders that do
not have a personal interest in the proposed transaction; or
o the total number of votes cast by shareholders that do not have a
personal interest in the proposed transaction that voted against the
transaction, does not exceed one percent of the aggregate voting
rights in the Company.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR ITEM 5 AND
APPROVE THE OPTIONS GRANTED TO MR. AND MRS. KIRSHENBOIM.
ITEM 6
APPROVAL OF COMPANY STOCK OPTIONS
GRANTED TO MR. JACOB ENGEL
On November 16, 2005, the Company's Board of Directors resolved to grant
Mr. Jacob Engel, the Company's chairman of the board and holder of approximately
19.4% of its outstanding share capital and a beneficial holder (assuming the
exercise of any option granted and including options granted which are subject
to shareholders' approval, whether or not exercisable within 60 days) of
approximately 19.8% of its outstanding share capital, 5,000 stock options of the
Company. The grant of such options is subject to the approval of the
shareholders meeting. In the event that the grant of any or all of such stock
options is not approved by the shareholders meeting, such stock options will be
cancelled. The Company's Board of Directors proposes that the shareholders
approve the grant of such stock options.
Set forth below are the details of the stock options granted to Mr. Engel
which the shareholders are requested to approve:
NO. OF
OPTIONEE OPTIONS EXERCISE PRICE DATE OF GRANT VESTING DATE EXPIRATION DATE
-------- ------- -------------- ------------- ------------ ---------------
Jacob Engel 5,000 (*) Dec 27, 2005 Dec 27, 2005 Dec 26, 2015
(*) Exercise price will be equal to the closing price of the Company's
Ordinary Shares on NASDAQ on the day the Company's Shareholders approve the
grant of this Option.
Because Mr. Engel may be deemed a controlling shareholder of the Company,
the grant of stock options granted to him is subject to the approval of the
Company's Audit Committee, Board of Directors and finally, its shareholders. The
Audit Committee and the Board of Directors approved the grant of the stock
options listed above to Mr. Engel on November 16, 2005.
The approval of the stock options granted to Mr. Engel by the shareholders
meeting requires the affirmative vote of the majority of the votes cast at the
shareholders meeting, provided that either:
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o the majority of shares voted at the meeting includes at least one
third of the votes cast at the meeting by those shareholders that do
not have a personal interest in the proposed transaction; or
o the total number of votes cast by shareholders that do not have a
personal interest in the proposed transaction that voted against the
transaction, does not exceed one percent of the aggregate voting
rights in the Company.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR
ITEM 6 AND APPROVE THE OPTIONS GRANTED TO MR. ENGEL.
ITEM 7
RENEWAL AND EXTENSION OF DIRECTOR'S AND EXECUTIVE OFFICER'S
LIAILITY ISURANCE
The Companies Law provides that an Israeli company may insure, subject to
certain exclusions, the liability of an officer or director (hereinafter jointly
referred to as "OFFICER").
The Company's Articles of Association provide for insurance of its Officers
(including directors) to the fullest extent provided in the Israeli Companies
Ordinance, 1983. The Companies Law (which replaced the Companies Ordinance in
February 2000) provides that a company may not enter into an insurance contract
which would provide coverage for any monetary liability incurred as a result of
any of the following:
(i) a breach of fiduciary duties, unless the Officer acted in good faith and
had reasonable basis to believe that the act would not prejudice the
company;
(ii) a breach of duties of care if such breach was committed intentionally or
recklessly;
(iii) an act or omission with the intent to unlawfully derive a personal
benefit; or
(iv) a fine levied as a result of a criminal offense.
In order to continue to allow the Company it to obtain suitable and
experienced directors and executive officers, the Company's audit committee and
board of directors resolved, on November 16, 2005, to renew and extend its
existing Directors and Officers Liability Insurance Policy, covering its
directors' and officers' liability in the total amount of up to $3 million per
insured event and up to $3 million per year, at a cost of up to $50,000 per
year.
- 14 -
The Company proposes to allow it to renew and/or extend from time to time
such insurance policy, within the coverage and cost parameters detailed above,
up to a period of five years from the date of the General Meeting, without
requiring additional shareholders approval.
The approval of the purchase of the Directors' and Officers' Liability
Insurance Policy for all of the Company's directors and Officers requires the
affirmative vote of the majority of the votes cast at the shareholders meeting,
provided that either:
o the majority of shares voted at the meeting includes at least one third of
the votes cast at the meeting by those shareholders that do not have a
personal interest in the proposed transaction; or
o the total number of votes cast by shareholders that do not have a personal
interest in the proposed transaction that voted against the transaction,
does not exceed one percent of the aggregate voting rights in the Company.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR ITEM 7 AND
APPROVE THE RENEWAL AND EXTENSION OF THE EXISTING DIRECTOR'S AND OFFICERS'
LIABILITY INSURANCE POLICY AND AUTHORIZE THE RENEWAL AND EXTENSION THEREOF FROM
TIME TO TIME.
ITEM 8
AMENDMENT OF THE COMPANY'S ARTICLES OF ASSOCIATION
In light of the recent changes to the Israeli Companies Law with respect to
the exemption, insurance and indemnification of directors and officers, the
Company proposes to update its Articles of Association in accordance with such
changes.
Therefore, the Company proposes to replace Articles 118 - 120 with the
following Articles:
118. EXEMPTION FROM DUTY OF CARE
Subject to the provisions of the Companies Law, 1999 (the "COMPANIES
LAW") including the receipt of all approvals as required therein or under
any applicable law, the Board of Directors may resolve in advance to exempt
an "Office Holder" (as such term is defined in the Companies Law; such term
to include, among others, all directors of the Company) from all or part of
such Officer Holder's responsibility or liability for damages caused to the
Company due to any breach of such Office Holder's duty of care towards the
Company.
- 15 -
119. INSURANCE
Subject to the provisions of the Companies Law including the receipt
of all approvals as required therein or under any applicable law, the
Company may enter into an agreement to insure an Office Holder for any
liability that may be imposed on such Office Holder in connection with an
act performed by such Officer Holder in such Office Holder's capacity as an
Officer Holder of the Company, with respect to each of the following:
(i) violation of the duty of care of the Office Holder towards the
Company or towards another person;
(ii) breach of the fiduciary duty towards the Company, provided that
the Office Holder acted in good faith and with reasonable grounds to assume
that the action in question was in the best interests of the Company; and
(iii) a financial obligation imposed on the Office Holder for the
benefit of another person.
The Company may procure insurance for any person who is not an Office
Holder, including without limitation, any employee, agent, consultant or
contractor, provided, however, that any such insurance or indemnification
is in accordance with the provisions of these Articles and the Companies
Law.
The scope of insurance permitted under these Articles of Association
shall be expanded or limited in accordance with the maximum scope permitted
from time to by the Companies Law.
120. INDEMNIFICATION
120.1 Subject to the provisions of the Companies Law including the
receipt of all approvals as required therein or under any applicable law,
the Company may indemnify any Office Holder to the fullest extent permitted
by the Companies Law, which extent may change from time to time in
accordance with the changes in the Companies Law in this respect.
120.2 Subject to the provisions of the Companies Law including the
receipt of all approvals as required therein or under any applicable law,
the Company may resolve retroactively to indemnify an Office Holder with
respect to the following liabilities and expenses, provided that such
liabilities or expenses were incurred by such Officer Holder in such
Officer Holder's capacity as an Officer Holder of the Company:
(i) a monetary liability imposed on an Office Holder pursuant to
a judgment in favor of another person, including a judgment imposed on
such Office Holder in a compromise or in an arbitration decision that
was approved by a court of law;
- 16 -
(ii) reasonable legal expenses, including attorney's fees,
incurred by an Office Holder as a result of an inquiry or a proceeding
conducted against the Office Holder by an agency authorized to conduct
such inquiry or proceeding, which has ended without an indictment
against the Office Holder and without the imposition of a monetary
obligation in lieu of a criminal proceeding, or which has ended
without an indictment against the Office Holder but with the
imposition of a monetary obligation in lieu of a criminal proceeding
in an offence which does not require proof of criminal intent;
For the purposes hereof - termination of a proceeding without
indictment in a matter with respect to which a criminal investigation
has commenced and "monetary obligation in lieu of criminal proceeding"
- have the meanings set forth in Section 260 of the Companies Law;
(iii) reasonable legal expenses, including attorney's fees, which
the Office Holder incurred or with which the Officer Holder was
charged by a court of law, in a proceeding brought against the Officer
Holder, by the Company or by another on behalf of the Company, or in a
criminal prosecution in which the Officer Holder was acquitted, or in
a criminal prosecution in which the Office Holder was convicted of an
offense that does not require proof of criminal intent.
120.3 Subject to the provisions of the Companies Law including the
receipt of all approvals as required therein or under any applicable law,
the Company may undertake in advance to indemnify all or any Officer Holder
for those liabilities and expenses described in Sub-Article 120.2 (i),
provided that (i) in the opinion of the Board of Directors such liabilities
and expenses can be foreseen at the time the undertaking to indemnify is
provided, (ii) the Board of Directors shall set a reasonable limit to the
amounts, or reasonable criteria for determining the amounts for, such
indemnification under the circumstances, and (iii) the undertaking to
indemnify shall include details of the occurences which in the opinion of
the Board of Directors are foreseen in light of the Company's actual
activity at the time the undertaking to indemnify was given, as well as the
amount or criteria for detemining the amount which the Borad of Directors
determined are resonable given the circumstances.
120.4 Subject to the provisions of the Companies Law including the
receipt of all approvals as required therein or under any applicable law,
the Company may undertake in advance to indemnify all or any Officer Holder
for those liabilities and expenses described in Sub-Article 120.2 (ii) or
(iii).
120A. EXCEPTIONS TO EXEMPTION, INSURANCE AND INDEMNIFICATION
ARTICLES 118, 119 and 120 shall not apply under any of the following
circumstances:
(i) a breach of an Office Holder's fiduciary duty, in which the
Officer Holder did not act in good faith and with reasonable grounds to
assume that the action in question was in the best interest of the Company;
- 17 -
(ii) a grossly negligent or intentional violation of an Office
Holder's duty of care;
(iii) an intentional action by an Office Holder in which such Officer
Holder intended to reap a personal gain illegally; and
(iv) a fine or ransom levied on an Office Holder.
The approval of the proposed amendment to the Company's Articles of
Association requires the affirmative vote of the majority of the votes cast at
the shareholders meeting, provided that either:
o the majority of shares voted at the meeting includes at least one
third of the votes cast at the meeting by those shareholders that do
not have a personal interest in the proposed transaction; or
o the total number of votes cast by shareholders that do not have a
personal interest in the proposed transaction that voted against the
transaction, does not exceed one percent of the aggregate voting
rights in the Company.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR ITEM 8 AND
APPROVE THE AMENDMENT OF THE COMPANY'S ARTICLES OF ASSOCIATION
ITEM 9
INDEMNIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS
The Company's Articles of Association provide for indemnification of its
Officers (including directors) to the fullest extent provided in the Israeli
Companies Ordinance, 1983. In addition, the Company intends to renew the
existing directors' and officers' liability insurance policy (see Item 7 above).
The limitation on indemnification set forth in the Companies Law (which replaced
the Companies Ordinance in February 2000) are as detailed in ITEM 8 above.
The Company's current Articles of Association allow the Company to
undertake to indemnify its directors and Officers to the fullest extent
permitted by law.
- 18 -
The Company's former practice was to enter into indemnification agreements
with its Officers. Of the Company's current Officers, it has agreements only
with Messrs. Ze'ev Kirshenboim and Jacob Engel. The Company's shareholders
meeting dated May 30, 2003 resolved to indemnify its Officers, as well as the
Officers of its subsidiaries, to the fullest extent permitted by applicable law
up to maximum amount of $500,000 for all directors as a group, with respect to:
(i) a monetary obligation imposed on the Officer in favor of any person
pursuant to a court judgment, a compromise judgment or an arbitration
decision approved by a court, by reason of an act or omission by him
on his capacity as an Officer;
(ii) reasonable expenses, including legal expenses, attorney's fees and
traveling expenses, actually incurred by the Officer or imposed on the
Officer by court, in an action, suit or proceeding brought against him
by or on behalf of the Company or by others, or in connection with a
criminal action from which he was acquitted, in each case by reason of
an act or omission of the Officer in his capacity as an Officer of the
Company.
The Company's Audit Committee and Board of Directors resolved on November
29, 2004, as was approved by the Company's shareholders meeting dated December
26, 2004, to expand the scope of the indemnification undertaking towards its
directors and officers so that it shall apply to any expense or obligation
levied on the Officer in connection with an act or omission of the Officer or of
the Company occurring prior to the date of the approval by the shareholders
meeting, including, without limitation, the Company's representations in its
prospectuses, the Company's filings with the SEC and NASDAQ, the information
included in the Company's financial statements, and the representations and
undertakings relating to the merger transaction with Technology 80, Inc. In
addition, the Company's board of directors was authorized to add from time to
time add occurrences with respect to which this indemnification shall apply. The
maximum scope of the indemnification was increased by the resolution of the
Company's shareholders meeting dated December 26, 2004, so that the maximum
indemnification amount for each Officer shall be US$ 500,000 for a single claim
or occurrence and for all Officers as a group shall be $3 million for a single
claim or occurrence, in addition to reimbursements of expenses approved by the
Company's audit committee. The Company's board of directors was authorized to
increase the amount of indemnification if it deems such increase appropriate
under special circumstances.
Further to the aforesaid resolutions regarding indemnification of directors
and Officers, the Company proposes to undertake to indemnify all of its
directors and Officers to the fullest extent allowed under applicable law, and
the fullest extent allowed under the Company's amended Articles of Association
(provided they are amended pursuant to ITEM 8 above).
- 19 -
In addition to the events for which advance indemnification was given, as
set forth above, The Company's Board of Directors wishes to add the following
events, with respect to which it is undertaking to indemnify the directors and
Officers for all expenses and costs they incur as a result thereof or in
connection therewith: The Board believes that the scope of indemnification
undertaking is reasonable with respect to all events for which the advance
indemnification is provided, due to the fact although the Board is not aware of
any breach or misrepresentation on its behalf, potential litigation may be
foreseen in connection with such events, and further believes that the scope of
indemnification is reasonable in light of the large financial scope of said
events.
The Company believes that the scope of indemnification undertaking is
reasonable with respect to all events for which the advance indemnification is
provided, due to the fact although the Company is not aware of any breach or
misrepresentation on its behalf, potential litigation may be foreseen in
connection with such events, and further believes that the scope of
indemnification is reasonable in light of the large financial scope of said
events.
The above resolution of the Audit Committee and the Board of Directors to
expand the scope of the Company's indemnification undertaking is subject to the
approval of the shareholders meeting.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers, and controlling persons of the
Company pursuant to the foregoing provisions or otherwise, the Company has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.
The approval of the indemnification of all of the directors and officers of
the Company requires the affirmative vote of the majority of the votes cast at
the shareholders meeting, provided that either:
o the majority of shares voted at the meeting includes at least one
third of the votes cast at the meeting by those shareholders that do
not have a personal interest in the proposed transaction; or
o the total number of votes cast by shareholders that do not have a
personal interest in the proposed transaction that voted against the
transaction, does not exceed one percent of the aggregate voting
rights in the Company.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR ITEM 9 AND
APPROVE THE BOARD'S RESOLUTION REGARDING THE INDEMNIFICATION OF DIRECTORS AND
OFFICERS OF THE COMPANY.
- 20 -
SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
As of November 16, 2005 there were 3,106,687 Ordinary Shares of the Company
outstanding (24,802 of which are owned by the Company and therefore, under the
Israeli Companies Law, confer no voting rights while owned by the Company). The
following table sets forth information with respect to the beneficial ownership
of Ordinary Shares and options to purchase Ordinary Shares of each executive
officer, each director and each shareholder of the Company known to beneficially
own more than 5% of the outstanding Ordinary Shares, and all directors and
executive officers as a group.
SHARES BENEFICIALLY
NAME AND ADDRESS OWNED(1) AS OF PERCENTAGE OPTIONS TO PURCHASE PERCENTAGE ON A
OF BENEFICIAL OWNER NOVEMBER 16, 2005 OUTSTANDING ORDINARY SHARES (2) FULLY DILUTED BASIS(7)
------------------- ----------------- ----------- ------------------- ----------------------
Ze'ev Kirshenboim (6) 999,723(3) 29.87% 240,220(4) 29.07%
Jacob Engel (6) 617,246 19.77% 15,000(5) 17.95%
All directors and executive officers
of the Company as a group 1,657,659 48.89% 332,660 49.30%
- ----------
1) As used herein, the term beneficial ownership with respect to a
security is defined by Rule 13d-3 under the Exchange Act, as
consisting of sole or shared voting power (including the power to vote
or direct the vote) and/or sole or shared investment power (including
the power to dispose or direct the disposition) with respect to the
security through any contract, arrangement, understanding,
relationship, or otherwise, including a right to acquire such power(s)
during the next 60 days. Unless otherwise noted, beneficial ownership
consists of sole ownership, voting, and investment power with respect
to all Ordinary Shares shown as beneficially owned by them.
2) Including options to purchase ordinary shares, whether or not
exercisable within 60 days, and including options subject to the
approval of the Shareholders meeting.
3) Including Ordinary Shares held by Mr. Kirshenboim's spouse.
4) Including stock options granted to Mr. Kirshenboim and his spouse,
which are subject to the approval of the shareholders meeting.
5) Including stock options granted to Mr. Engel, which are subject to the
approval of the shareholders meeting.
6) His address is c/o the Company, P.O.B. 5668, Migdal Ha'Emek, Israel
10500.
7) Not including additional options granted to employees of the Company
that are not officers or directors of the Company.
- 21 -
ANNUAL REPORT
On written request, the Company will provide without charge to each record
or beneficial holder of the Ordinary Shares as of a copy of the Company's Annual
Report on Form 20-F for the year ended December 31, 2004, as filed with the
Securities and Exchange Commission. Requests should be addressed to Ze'ev
Kirshenboim, Chief Executive Officer, ACS-tech80 Limited, P.O.B. 5668, Migdal
Ha'Emek, Israel 10500.
PROXY SOLICITATION
The cost of soliciting proxies will be borne by the Company. In addition to
the use of the mails, proxies may be solicited, personally or by telephone or
telegraph, by officers, directors, and regular employees of the Company, who
will not be specially compensated for this purpose. The Company will also
request record holders of Ordinary Shares who are securities brokers,
custodians, nominees and fiduciaries to forward soliciting material to the
beneficial owners of such stock, and will reimburse such brokers, custodians,
nominees and fiduciaries for their reasonable out-of-pocket expenses in
forwarding soliciting material.
OTHER MATTERS
The Company is unaware of any matters, other than those mentioned above,
which will be brought before the Meeting for action. However, if any other
matter properly comes before the Meeting, it is the intention of the persons
named in the accompanying form of proxy to vote such proxy in accordance with
their judgment on such matters.
IT IS IMPORTANT THAT YOUR PROXY BE RETURNED PROMPTLY NO MATTER HOW SMALL OR
LARGE YOUR HOLDING MAY BE. SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND IN PERSON
ARE URGED TO EXECUTE AND RETURN THE ENCLOSED FORM OF PROXY.
Ze'ev Kirshenboim
President and Chief Executive Officer
- 22 -
ACS-TECH80 LIMITED
PROXY
I/WE, being a member and holder of ______ Ordinary Shares of ACS-TECH80
LIMITED, hereby appoint Ms. Ilana Kirshenboim, the Corporate Secretary of the
Company as my/our proxy (hereinafter, the "Proxy") to vote for me/us and on
my/our behalf at the ordinary Annual General Meeting of the Company, to be held
on the 27th day of December, 2005 and at every adjournment thereof.
I/WE, instruct the Proxy to vote on my/our behalf as follows:
1. To re-elect Messrs. Ze'ev Kirshenboim, Jacob Engel and Eli Dayan as
directors of the Company until the next annual shareholders meeting or
until the due election and qualification of his/her successor.
(To withhold authority for any director cross their name from the list
above)
[_] For All [_] Withheld
2. To elect Mr. Abraham Yoskovitz as an External Director as required
under the Israeli Companies Law, 1999, effective as of June 12, 2006
replacing Mr. Ze'ev Ritman, whose term as External Director will
expire on June 11, 2006. Mr. Yoskovitz will receive the minimum
remuneration per annum and per meeting authorized for payment to
external directors under the Israeli Company's Regulations (Rule
regarding compensation of External Directors), 2000.
[_] For [_] Against [_] Abstain
Are you a controlling shareholder of the Company or affiliated with a
controlling shareholder? (Please note: If you do not mark either Yes
or No, you will be deemed NOT TO BE a controlling shareholder or
affiliated therewith).
[_] Yes [_] No
3. Have you any comment or remark regarding the Audited Consolidated
Financial Statements of the Company for the fiscal year ended December
31, 2004;
(If the answer is affirmative, include any comment or remark and
attach them on a separate page to this proxy card)
[_] Yes [_] No
4. To appoint Kost Forer Gabbay & Kasierer (Members of Ernst & Young
Global) as the Company's Independent Auditors until the next annual
meeting of the Company's shareholders or until otherwise duly
replaced, and to authorize the board of directors to fix their
remuneration.
[_] For [_] Against [_] Abstain
5. To approve the grant of up to 60,000 stock options to Mr. Ze'ev
Kirshenboim, a director of the Company, its CEO, holder of
approximately 29.9% of its outstanding share capital, assuming the
exercise of any option granted to him and to his spouse, including
options granted which are subject to shareholders' approval, whether
or not exercisable within 60 days, and to grant up to 5,000 stock
options to Ms. Ilana Kirshenboim, VP Human Resources and Company
Secretary, and Mr. Kirshenboim's spouse.
[_] For [_] Against [_] Abstain
Do you have a personal interest in the transaction underlying this
Item 5? (Please note: If you do not mark either Yes or No, you will be
deemed NOT TO HAVE any such personal interest).
[_] Yes [_] No
6. To approve the grant of 5,000 stock options to Mr. Jacob Engel, a
director of the Company, its Chairman of the Board and a holder of
approximately 19.8% of its outstanding share capital, assuming the
exercise of any option granted to him, including options granted which
are subject to shareholders' approval, whether or not exercisable
within 60 days.
[_] For [_] Against [_] Abstain
Do you have a personal interest in the transaction underlying this
Item 6? (Please note: If you do not mark either Yes or No, you will be
deemed NOT TO HAVE any such personal interest).
[_] Yes [_] No
7. To approve the renewal and extension of the existing Directors and
Officers Liability Insurance policy, insuring the Company's directors
and officers against liability resulting from their position with the
Company and to authorize the renewal and extension thereof from time
to time.
[_] For [_] Against [_] Abstain
Do you have a personal interest in the transaction underlying this
Item 7? (Please note: If you do not mark either Yes or No, you will be
deemed NOT TO HAVE any such personal interest).
[_] Yes [_] No
8. To approve the amendment to the provisions of the Company's Articles
of Associations.
[_] For [_] Against [_] Abstain
Do you have a personal interest in the transaction underlying this
Item 8? (Please note: If you do not mark either Yes or No, you will be
deemed NOT TO HAVE any such personal interest).
[_] Yes [_] No
9. To approve a revised indemnification undertaking towards the Company's
directors and officers.
[_] For [_] Against [_] Abstain
Do you have a personal interest in the transaction underlying this
Item 9? (Please note: If you do not mark either Yes or No, you will be
deemed NOT TO HAVE any such personal interest).
[_] Yes [_] No
10. Any other matter which may properly be brought before the meeting or
any adjournment thereof.
[_] For [_] Against [_] Abstain
Unless otherwise specified, this proxy will be voted in favor of
Proposals 1-10.
Signature:________________________
Date: