Koor Industries Ltd.
Notice of convening a special general meeting of the ordinary shareholders of the Company
Notice is hereby given that on 11 May, 2009 at 12:00, a special general meeting of the ordinary shareholders of the Company will be held in the Company's offices, Azrieli Center 3, triangular building (41st floor), Tel Aviv. If the meeting is postponed, it will be held on Monday, 18 May, 2009 in the same place and at the same time. This notice replaces the notice published by the Company on 30 March, 2009 for a general meeting on 4 May, 2009, which will not take place.
On the agenda of the general meeting is approval for payment by the Company of management fees to I.D.B. Development Ltd. ("IDB Development"), constituting participation in the cost of employment by IDB Development in 2008, of Mr. Haim Gavriel ( a director in the Company and an officer in IDB Development) and Mr. Lior Hannes (an officer in IDB Development and in I.D.B. Holdings Ltd.).
The date for determining the eligibility of the shareholders to vote at the general meeting, as provided in Section 182(c) of the Companies Law, 5759-1999 and in Article 3 of the Companies (Written vote and position announcements) Regulations, 5766-2005, is Monday, 27 April, 2009 ("the Determining Date"). Every Company shareholder on the Determining Date, whether the shares are registered in his name or he holds them through a member of the stock exchange, may participate in and vote at the general meeting, in person or by proxy.
A document appointing a proxy ("the Letter of Appointment") should be made in writing and signed by the appointer, and if the appointer is a corporation, it should be signed in a way that binds the corporation. The Letter of Appointment and the power of attorney by virtue of which the Letter of Appointment is signed (if any), should be deposited in the registered office of the Company at least 48 hours prior to the time set for the start of the meeting. Notwithstanding the aforesaid, the chairman of the meeting may, at his discretion, accept such Letter of Appointment even after that time if he deems it appropriate in his judgment.
The voting paper and the documents listed on the voting paper that should be attached to it, should be submitted to the Company's offices (including by registered mail) together with confirmation of ownership (and for a registered shareholder – with a photocopy of an identity card, passport or certificate of association, as the case may be), by seventy-two (72) hours prior to the time at which the meeting will convene. On this point, the "date of submission" will be deemed to be the date on which the voting paper and the documents attached to it reach the offices of the Company.
The last date for shareholders to submit position announcements to the Company is up to ten (10) days after the Determining Date.
For further details, see the immediate report published by the Company on 6 April, 2009, on the distribution website of the Securities Authority at http://www.magna.isa.gov.il and the website of the Tel Aviv Stock Exchange at http://maya.tase.co.il.