TEL AVIV, June 5 /PRNewswire/ -- All shareholders of the Company (the "Shareholders") are hereby cordially invited to attend:

(i) an Extraordinary General Meeting of the Company (the "Extraordinary Meeting") to be held on July 16, 2008 at 10:00 (Israel time); and

(ii) an Annual General Meeting of the Company (the "Annual Meeting") to be held on July 16, 2008 at 15:00 Israel time.

The Extraordinary Meeting and the Annual Meeting shall be referred to jointly as the "Meetings").

Both Meetings are to be held at 2 Weizmann St., Tel Aviv 6423, Israel, floor 17 at the offices of Goldfarb Levy, Eran Meiri & Co.

During the intermission between the meetings, the Company's newly elected audit committee and board of directors of the Company (the: "Audit Committee", and the "Board of Directors", respectively) shall convene in order to consider, approve, and ratify certain issues, which are on the agenda of the Annual Meeting.

1. The Matters on the Agenda of the Extraordinary Meeting and Summary of the Proposed Resolutions are as follows:

In the Extraordinary Meeting the Shareholders will be asked to:

1.1. Re-elect Mr. Joseph Shachak, and Mr. Yair Shamir as directors of the Company.

Both Mr. Shachak and Mr. Shamir were initially elected as directors of the Company on November 1999 and June 2001, respectively, and were re-elected for the last time at the annual general meeting of the Company held on May 31, 2004.

1.2. Re-elect Mr. Reuven Ashkenazy (effective as of May 31, 2007) and elect Ms. Ziva Atsmon (effective as of the date of the Extraordinary Meeting) as external directors of the Company (the "External Directors", and together with Mr. Shachak and Mr. Shamir, the "Directors"), for a three years term pursuant to and as defined by the provisions of the Companies Law 5759-1999 (the: "Companies Law") and, if and as applicable, the Companies Regulations (Alleviations for Public Companies whose Shares are Registered in a Stock Exchange Outside of Israel) 5760-2000 (the "Alleviations Regulations"). In accordance with the Companies Law, external directors may be elected for two terms of there years, each.

Mr. Ashkenazy was initially elected as an external director on May 31, 2004, and, if re-elected, he shall commence serving his second term as an external director as of May 31, 2007.

Ms. Atsmon is an attorney-at-law since 1971, and she manages her own private practice since 1989. Ms. Atsmon specializes in commercial, corporate and securities law, real estate, and employment law. Ms. Atsmon serves as an external director of Minrav Holding Ltd. since 2006, and she also served as an external director of Gil-On Investments (1999) Ltd. between 1999-2004. In addition, Ms. Atsmon was the secretary of Migdal Insurance Company Group Ltd. between 1996-1998, and the legal counsel of the "Tzion" insurance group between the years 1980-1986. Ms. Atsmon holds an LL.B. from the Hebrew University of Jerusalem (the Tel Aviv Extension), and she participated in postgraduate studies in the field of European Community Law at the University of Amsterdam between 1978-1979. If elected, Ms. Atsmon term of office will be three years, and she may be re-elected for a second three years term.

Mr. Ashkenazy and Ms. Atsmon, as candidates for the position of external directors of the Company, executed a statement in accordance with section 241 of the Companies Law, and were assessed by the acting Board of Directors as having Professional Competence in accordance with the Companies Regulations (Terms and Criteria for the Assessment of a Director with Accounting Expertise and a Director with Professional Competence) 5766-2000 (the "Competence Regulations"). Mr. Ashkenazy was also assessed by the acting Board of Directors as having Accounting Expertise in accordance with the Competence Regulations.

2. The Matters on the Agenda of the Annual Meeting and Summary of the Proposed Resolutions are as follows:

2.1. Subject to the adoption of the following resolutions by the Audit Committee, and thereafter by the Board of Directors (in meetings which are to be convened following the adjournment of the Extraordinary Meeting and prior to the convening of the Annual Meeting), the Shareholders shall be asked in the Annual Meeting to approve and ratify the following pursuant with the provision of Chapter 5 of Part 6 of the Companies Law:

2.1.1. The procurement by the Company of a liability insurance for the Directors and officers (if any) of the Company with coverage of up to US$ 5,000,000 effective as of 6 November 2005 until the completion of the Company's intended liquidation procedures (referred to in section 2.4 below), including run off insurance coverage thereafter, and the authorization of the Board of Directors, for as long as any one of the directors of the Company bear any responsibility as director of the Company, to extend the period of such liability insurance.

2.1.2. The entering into Indemnification and Release Agreement with Ms. Ziva Atsmon and office holders of the Company (if any, and as per the determination of the Board of Directors) to the extent permitted by the Companies Law and the Articles of Association of the Company (the "Articles") in a form similar to the form of the Indemnification and Release Agreement the Company has entered into with the acting directors.

2.2. Subject to the re-approval of the financial reports of the Company for the fiscal years ending December 31, 2005, December 31, 2006, and December 31, 2007 (the "2005, 2006 and 2007 Financial Reports") by the Board of Directors (in a meeting which is to be convened following the adjournment of the Extraordinary Meeting and prior to the convening of the Annual Meeting), the Shareholders shall be asked in the Annual Meeting to receive and consider the 2005, 2006 and 2007 Financial Reports.

2.3. The Shareholders shall be asked in the Annual Meeting to re-appoint Ernst & Young Israel - Kost, Forer, Gabbay and Kasierer as the Company's independent auditors and to authorize the Board of Directors to determine the auditors' remuneration.

2.4. The Directors shall present to the Shareholders the status of the Company's business affairs, including the de-listing of the Company's shares from the Euronext Paris on December 17, 2007, and inform them on the Directors and certain Shareholders' intention to review and consider the possibility of voluntary liquidating the Company in the near future.

2.5. Subject to the re-approval by the Board of Directors (in a meeting which is to be convened following the adjournment of the Extraordinary Meeting and prior to the convening of the Annual Meeting) of the acting Board of Directors resolution, dated May 13, 2008, according to which the Directors are entitled, as of January 2008, to remuneration for their services as directors of the Company equal to the "fixed amounts" (adjusted to the Israeli Consumer Price Index from time to time) permitted to be paid to external directors of companies with the Company's equity level classification under the Companies Regulations (Rules with regard to Remuneration and Refund of Expenses to External Director) 5760-2000 (the "Remuneration Rules"), the Shareholders shall be presented with the details of the Directors' remuneration as of January 2008.

3. General:

3.1. Except for the election of the External Directors, the resolutions referred to above shall be deemed adopted if approved by the holders of a majority of the voting power represented at the Meeting in person, by proxy or Written Ballot (as detailed in sections 3.5 and 3.6 below), as the case may be, and voting thereon (the "Regular Majority").

The election of the External Directors (section 1.2 above) shall be subject also to special majority requirements stipulated by the Companies Law in respect of "Controlling Shareholders", if, at all, there are at such time, any "Controlling Shareholders" in the Company. Such special majority requirements are that Regular Majority includes one of the following: (a) at least one third of the shares of non-Controlling Shareholders voting in person, by proxy or Written Ballot at the meeting, or (b) the total number of votes of the shares voted by non-controlling shareholders against the approval does not exceed one percent (1%) of the total voting rights in the Company.

3.2. Only Shareholders of record at the close of business on June 12, 2008 (the "Record Date") are entitled to notice of, to attend and vote at the Meetings.

3.3. Under the Articles no business shall be transacted at a general meeting unless a quorum is present when the meeting proceeds to business. The quorum at the Meetings is two (2) or more Shareholders (not in default in payment of any calls or other sums then payable by such Shareholders in respect of their shares) present in person or by proxy and holding in aggregate at least twenty five percent (25%) of the voting power of the Company.

If within an hour from the time scheduled for the above Extraordinary Meeting, a quorum is not present, the Extraordinary Meeting shall stand adjourned and shall take place at the same place on July 23, 2008 at 10:00 (Israel time).

If within an hour from the time scheduled for the above Annual Meeting, a quorum is not present, the Annual Meeting shall stand adjourned and shall take place at the same place on July 23, 2008 at 15:00 (Israel time).

No business shall be transacted at any adjourned meetings except business which might lawfully have been transacted at each of the meetings as originally called. At such meetings, any two (2) Shareholders (not in default as aforesaid), present in person or by proxy, shall constitute a quorum.

3.4. Please note that the Euroclear France (formerly known as Sicovam S.A., hereinafter: the "Euroclear") is registered as the holder of substantial portion of the issued shares of the Company. Euroclear is expected to provide individuals and entities who are recognized by the Euroclear to be the beneficial owners of shares of the Company that are registered in the name of Euroclear (the "Beneficial Owners"), with proxies pertaining to the respective number of shares so held by the Euroclear, appointing the Beneficial Owners or their nominees to participate and vote in the Meetings ("Euroclear Proxy").

Immediately following the publication of this Notice, Natixis through Euroclear shall distribute the Notice together with all accompanying documents, including the Written Ballot (as defined in Section 3.6 below), to the banks or other agents with whom the Beneficial Owners' shares are deposited (the "Intermediaries"). The Intermediaries shall then inform the Beneficial Owners of the convening of the Meetings, and provide them with the aforesaid convening documents. Requests to issue the Euroclear Proxy by the Beneficial Owners (executed by Intermediaries) should be sent in PDF form to Natixis to the following address Natixis, 10 - 12 avenue Winston Churchill, 94220 Charenton-le-Pont, France (Attn: Gisele Gresle) at least 15 days before the date set for the scheduled Meetings.

3.5. A shareholder who wishes to be represented at the Meetings by a proxy shall provide the Company at the Company's legal counsel, Goldfarb Levy, Eran Meiri & Co., Office located at 2 Weizmann St., Tel Aviv 6423, Israel, Tel: +972 (3) 608 9999 Fax: +972 (3) 608 9909 (to the attention: Advs. Keren Be'er or Oren Wolpin) (the "Company's Legal Counsel", and the "Company's Legal Counsel Office", respectively), not less than 72 hours before the time fixed for the scheduled Meetings with a proxy pursuant to the Articles. All Shareholders can obtain copies of the Articles, and a general form of proxy in accordance with the Articles from the Company's Legal Counsel at its address detailed above.

3.6. Written Ballots - Alternatively, in accordance with the Companies Regulations (Written Ballots and Statements of Position) 5766 - 2000 (the "Written Ballot Regulations"), all Shareholders are entitled to vote on matters 1.1, 1.2, 2.1.1, and 2.1.2 above by way of written ballot without attending the Meetings in person or appointing a proxy, provided that such Written Ballot is deposited at the Company's Legal Counsel Office at least 72 hours before the Meetings and subject further to the authorization of share ownership as of the Record Date and proof of identification as required under applicable law. According to applicable Israeli law the Written Ballot will be sent by the Company to each Shareholder of the Company. The form of Written Ballot may also be obtained from the Company by approaching the Company's Legal Counsel, at + 972 (3) 608 9999, or via email: Keren.Beer@goldfarb.com or oren.wolpin@goldfarb.com. Any shareholder who submitted a Written Ballot may revoke his/hers/its Written Ballot by submitting a cancellation notice (the "Cancellation Notice"). The Cancellation Notice together with sufficient proof as to the identity of such cancelling shareholder, to the absolute discretion of the Company's Chairman of the Board, must be delivered to the Company's Legal Counsel's Office (for the attention of Advs. Keren Be'er or Oren Wolpin) no later than 24 hours prior to the Meetings. Any such shareholder submitting a Cancellation Notice may only vote by attending the Meetings in person or by proxy.

3.7. A corporation being a shareholder of the Company may be requested by the Company to provide the Company, with a written evidence issued by such corporation evidencing the authorization of its representative to represent the corporation at the Meeting.

By order of the acting Board of Directors,

Yair Shamir Chairman of the Board of Directors Dated: June 5, 2008 Oren Wolpin, Advocate Goldfarb, Levy, Eran, Meiri & Co., Law Offices 2 Weizmann Street, Tel Aviv 64239, ISRAEL Tel: +972-(3)-608-9372 Fax: +972-(3)-608-9381; E-Fax: +972-(3)-608-9133

Oren Wolpin, Advocate, Goldfarb, Levy, Eran, Meiri & Co., Law Offices, 2 Weizmann Street, Tel Aviv 64239, ISRAEL, Tel: +972-(3)-608-9372, Fax: +972-(3)-608-9381; E-Fax: +972-(3)-608-9133