Notice of Posting for the Special General Meeting
14/07/2008
IL0010915119
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: _______________
NOTICE OF A SPECIAL GENERAL MEETING OF THE SHAREHOLDERS OF ESPRO INFORMATION TECHNOLOGIES LTD.
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.
BY ORDER OF THE BOARD OF DIRECTORS,
____________________
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
ESPRO Information Technologies Ltd