• October 17, 2011


Magic Software Enterprises Ltd. Shareholders:

We cordially invite you to attend the 2011 Annual General Meeting of Shareholders of Magic Software Enterprises Ltd., to be held at 10:00 a.m. (Israel time) on Sunday, November 20, 2011, at our offices at 5 HaPlada Street, Or Yehuda 60218, Israel, for the following purposes:

  1. To re-elect three directors for terms expiring at our 2012 Annual General Meeting of Shareholders;
  2. To re-elect Mr. Elan Penn to serve as an external director (as such term is defined in the Israeli Companies Law) for a third three-year term;
  3. To approve certain amendments to our Articles of Association to reflect recent amendments to the Israeli Companies Law, 5759-1999 and Israeli Securities Law, 5728-1968;
  4. Subject to the approval of Item 3, to approve a form of indemnification and exculpation letter for directors and officers;
  5. To approve terms of procurement of directors’ and officers’ liability insurance policy as a framework agreement for a period of three years;
  6. To approve a distribution agreement with Asseco Poland S.A., our controlling shareholder, with terms consistent with the standard distribution agreements entered into with third party distributors;
  7. 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, 2011 and until the annual general meeting of shareholders to be held in 2012; and
  8. To review and discuss our auditor’s report and consolidated financial statements for the year ended December 31, 2010.

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 October 11, 2011 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 appointed 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.

Naamit Salomon
Chairman of the Board of Directors

Click here to download the Proxy Statement