Notice Of 2013 Annual General Meeting Of Shareholders To Be Held On September 11, 2013

Notice Of 2013 Annual General Meeting Of Shareholders

Sunday, August 4, 2013

Magic Software Enterprises Ltd. Shareholders:

We cordially invite you to attend the 2013 Annual General Meeting of Shareholders of Magic Software Enterprises Ltd., to be held at 10:00 a.m. (Israel time) on Wednesday, September 11, 2013, at our offices at 5 HaPlada Street, Or Yehuda 60218, Israel. At the Meeting, shareholders will be asked to adopt the following resolutions, as further detailed in the attached proxy statement:

  1. To re-elect three directors for terms expiring at our 2014 Annual General Meeting of Shareholders;
  2. To approve the compensation policy for our directors and officers;
  3. To approve an amendment to our 2007 Incentive Compensation Plan to increase the share option pool by 1,000,000 shares;
  4. To approve the compensation for Ms. Naamit Salomon, a director nominee; and
  5. To ratify and approve the re-appointment of Kost Forer Gabbay & Kasierer, registered public accounting firm, a member firm of Ernst & Young Global, as our independent registered public accounting firm for the year ending December 31, 2013 and until the annual general meeting of shareholders to be held in 2014 and to authorize our Board of Directors to delegate to the Audit Committee the authority to fix such independent registered public accountants’ compensation in accordance with the volume and nature of their services.

In addition, our auditor’s report and consolidated financial statements for the year ended December 31, 2012 will be reviewed and discussed at the Meeting.

The Board of Directors recommends that you vote in favor of all of the proposals, which are described in the attached Proxy Statement.

Shareholders of record at the close of business on August 5, 2013 are entitled to notice of and to vote at the meeting.  You can vote either by mailing in your proxy or in person by attending the meeting.  If voting by mail, the proxy must be received by our transfer agent or at our registered office at least 72 hours prior to the time of the meeting to be validly included in the tally of ordinary shares voted at the meeting.  If you attend the meeting, you may vote in person and your proxy will not be used.  Detailed proxy voting instructions are provided both in the Proxy Statement and on the enclosed proxy card.  Beneficial owners who hold their shares through members of the Tel Aviv Stock Exchange ("TASE") may either vote their shares in person at the Meeting by presenting a certificate signed by a member of the TASE which complies with the Israel Companies Regulations (Proof of Ownership for Voting in General Meetings)-2000 as proof of ownership of the shares, or send such certificate along with a duly executed proxy to the Company at 5 HaPlada Street, Or Yehuda, 60218, Israel, Attention: Corporate Secretary. 

 

Sincerely,

Naamit Salomon
Chairman of the Board of Directors


Click here to download the proxy statement