Istec - Industries and Technologies Ltd. - Notice of an Extraordinary General Meeting of the Shareholders of the Company

TEL AVIV, Israel, March 23, 2010 /PRNewswire/ -- Notice is hereby given that an Extraordinary General Meeting of the Shareholders (the: "Meeting") of Istec - Industries and technologies Ltd., a company incorporated under the laws of the State of Israel (the "Company"), will be held at the Company's offices, at22 Hayetzira Street, Petach Tikva, Israel, on April 22th, 2010 at 13:00 p.m., Israel time. This Notice is a translation for convenience of the Hebrew version of the notice. In case of divergence of interpretation between the English version and the Hebrew version, the Hebrew version shall prevail.

The agenda for the meeting is as follows:

1. Replacement of the Company's Articles of Association. The full text of the new Company's Articles of Association may be viewed at the offices of the Company's legal counsel in Israel - Meitar Liquornik Geva & Leshem Brandwein Law Offices (the: "Legal Counsel's Offices"), at regular business hours, and upon advance coordination.

2. Re-appointment of (a) Mr. Shlomo Shmeltzer; (b) Mr. Assaf Shmeltzer; and (c) Ms. Atalia Shmeltzer, for an additional term to the Board of Directors of the Company.

3. Appointment of Mr. Dov Rabinovich as an External Director of the Company. Mr. Dov Rabinovich shall be entitled to remuneration in accordance with the Fixed Annual Remuneration and the Fixed Remuneration per Meeting, as such terms are defined under the Israeli Companies Regulations (regulations regarding remuneration and expenses for external director), 2000 (the: "Remuneration Regulations"), considering the Company's category under such regulations. The Company received Mr. Dov Rabinovich's declaration regarding his fulfillment of the conditions required for the appointment as an External Directors, as required under the Israeli Companies Law, 1999 (the "Companies Law"). The full text of Mr. Dov Rabinovich's declaration may be viewed at the Legal Counsel's Offices, at regular business hours, and upon advance coordination.

4. Appointment of Mr. David Shohat as an External Director of the Company. Mr. David Shohat shall be entitled to remuneration in accordance with the Fixed Annual Remuneration and the Fixed Remuneration per Meeting, as such terms are defined under the Remuneration Regulations, considering the Company's category under such regulations. The Company received Mr. David Shohat's declaration regarding his fulfillment of the conditions required for the appointment as an External Directors, as required under the Israeli Companies Law. The full text of Mr. David Shohat's declaration may be viewed at the Legal Counsel's Offices at regular business hours, and upon advance coordination.

The quorum required for the Meeting

The quorum required for the Meeting consists of two or more Shareholders of Company (present in person or by proxy at the Meeting) holding or representing at least one third of the voting rights in the Company. If within half an hour from the time appointed for the Meeting, a quorum is not present, the Meeting shall stand adjourned to the same day in the following week at the same time and place, or at any time and place as the Directors shall designate and state in a notice to the Shareholders. If at such adjourned meeting, a quorum is not present within half an hour from the time appointed for the Meeting, two Shareholders present in person or by proxy will constitute a quorum.

The majority required for the approval of the resolutions

Section 1 on the agenda for the Meeting requires the affirmative vote of the shareholders who hold three quarters of the voting power represented at the Meeting.

Section 2 on the agenda for the Meeting requires the affirmative vote of the shareholders holding a simple majority of the voting power represented at the Meeting.

Each of Sections 3 and 4 on the agenda for the Meeting requires, in addition to a simple majority of the shares present and voted at the Meeting, that either (a) at least 1/3 of the shares present and voted at the Meeting and held by shareholders that are not control persons or representatives of control persons of the company be voted for such resolutions (abstentions will be disregarded) or (b) the shares present and voted at the Meeting by persons referred to in clause (a) against each of such resolutions represent less than 1% of the total voting power in the company.

Record Date

The record date for the determination of Shareholders entitled to vote at the Meeting, according to Article 182(c) to the Companies Law, has been fixed to be at the close of business on March 24th, 2010.

A shareholder who wishes to vote at the Meeting shall provide to the Company proof of ownership of such shareholder's shares from a member of the Tel Aviv Stock Exchange in such manner prescribed by the Israeli Companies Regulations (Proof of Ownership of Shares for Voting at General Meeting), 2000, or another proof of ownership that shall be provided to the Company in accordance with applicable law, to the Company's satisfaction.

A proxy to participate and vote at the Meeting without attending to the Meeting shall be provided, no later than 48 hours prior to the time set for the Meeting, to the Legal Counsel's Offices during regular business hours. Voting by voting paper shall be done on the back of the second part of the voting paper as may be issued in the Legal Counsel's Offices during regular business hours. The voting paper may be sent to the Legal Counsel's Offices by fax: +9723-6103649 or by mail to the address specified below. The voting paper shall be sent no later than 72 hours prior to the time set for the Meeting.

Viewing documents

The full text of the documents in connection with the Meeting may be viewed at the Legal Counsel's Offices, at 16 Abba Hillel Silver Rd., Ramat-Gan, Israel, during regular business hours, and upon advance coordination, by calling +9723-6103108.

SOURCE Istec - Industries and Technologies Ltd