ESPRO Information Technologies Ltd

July 14, 2008 07:53 ET

Notice of Posting for the Special General Meeting



                       ESPRO INFORMATION TECHNOLOGIES LIMITED ("Espro" or "The Company")

                               Notice of Posting for the Special General Meeting

The Directors of Espro would like to announce that the Notice of  the Special General Meeting was posted to
shareholders today.

To: ___________________
By Fax: _______________

                                         TO BE HELD ON August 4th 2008

NOTICE IS HEREBY GIVEN that a special General Meeting of Shareholders of Espro Information Technologies Ltd.
(the "Company") will be held at the principal offices of the Company at 17 Atir Yeda St., Neve Yamin, Kfar-
Saba, Israel on Monday, August 4th, 2008 at 15:00 local time, and thereafter as it may be postponed or
adjourned from time to time, for the consideration of the following issues:

 1.      Approval of withdrawal of the Company from PLUS Market.
 2.      Adoption of new Articles of Association, which conform to a private company, in the form attached to
         this notice hereto (the "Articles").

Pursuant to the Israeli Companies Law, 5759-1999, the Shareholders of the Company who are eligible to
participate in the voting at the Meeting are Shareholders holding Shares of the Company on July 11th, 2008
("Eligible Shareholders").

Any Eligible Shareholder who wishes to vote at the Meeting by proxy shall deliver a proxy to the registered
office of the Company no later than 48 (forty-eight) hours before the time appointed for such meeting or any
adjournment thereof, or present such proxy to the chairman of the General Meeting, at such meeting. For your
convenience, an appropriate form of proxy is attached hereto. The Company is entitled to request certification
of ownership of the Companies shares from Eligible Shareholders.

The quorum required to transact business in each of the general meetings is the presence, in person or by
proxy, of two or more shareholders of the Company holding shares conferring in the aggregate at least 25% of
the outstanding voting power in the Company. If within half an hour of the time appointed for the meeting a
quorum is not present, such meeting shall be adjourned to Monday, August 11th 2008. If within half an hour from
the time scheduled to the adjourned meeting a legal quorum (as set forth above) is not present, then any two
Eligible Shareholders, present in person or by proxy, shall constitute a legal quorum for such adjourned
meeting and shall be entitled to resolve any matters on the agenda of the Meeting.

Every  matter submitted to the General Meeting shall be decided by a vote. Any vote in a General Meeting  shall
be  conducted in accordance with the voting rights that each Shareholder is entitled to in accordance with  the
number of shares granting voting rights that are held by such Shareholder.

Resolution number 1 of the resolutions proposed above shall be deemed adopted if approved by a majority of  75%
the voting shares represented at such meeting in person or by proxy, pursuant to PLUS Rules.

Subject  to  the adoption of resolution number 1 above, resolution number 2 above shall be proposed before  the
General Meeting and shall be deemed adopted if approved by a majority of the voting shares represented at  such
meeting in person or by proxy.

A declaration by the Chairman of the General Meeting that a resolution has been carried unanimously, or carried
by  a particular majority, or defeated, and an entry to that effect in the minute book of the Company shall  be
conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favor of  or
against such resolution.

For  any  additional  questions, please contact Mr. Nadav Karni, CFO, at Espro Information  Technologies  Ltd.,
Israel, Fax No. +972- 9-7634411, Tel No. +972-9-7634409.

Richard Stone
Chairman of the Board
Date: July 14, 2008
The Directors of the Issuer accept responsibility for this announcement.

Contact Details:

Espro Information Technologies Ltd               Tel: + 972 9 7634400
Israel Gal, CEO
Nadav Karni, CFO

Contact Information

  • ESPRO Information Technologies Ltd