EGM 2007 - Amiad

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If you are a member of the Company, whether or not you intend to be present at the meeting,you are requested to complete and return the form of proxy (in accordance with theinstructions set out in that document) to the Company’s transfer agent, Capita Registrars, TheRegistry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, England, as soon as possible and inany event so as to be received by the Company’s transfer agent by no later than 24 hoursbefore the time fixed for the meeting or any adjourned meeting. Completion and return of aform of proxy will not prevent you from attending the meeting and voting in person, if you sowish.If you are a holder of depository interests representing ordinary shares in the Company, pleasecomplete and return the form of direction (in accordance with the instructions set out in thatdocument) to the Company’s transfer agent, Capita Registrars, The Registry, 34 BeckenhamRoad, Beckenham, Kent BR3 4TU, England, as soon as possible and in any event so as to bereceived by the Company’s transfer agent by no later than 72 hours before the time fixed forthe meeting or any adjourned meeting.Directors’ recommendationThe Directors believe that the adoption of each of the resolutions to be proposed at the EGM isin the best interests of the Company and its shareholders as a whole. Accordingly, theDirectors recommend that you vote in favour of each resolution as they intend to do in respectof their own beneficial holdings.Yours faithfullyAbraham HeifetzChairman5753838.15
AMIAD FILTRATION SYSTEMS LTD.REGISTERED IN ISRAEL UNDER COMPANY NO: 51-249769-4NOTICE OF ANNUAL GENERAL MEETINGNotice is hereby given that the annual general meeting of Amiad Filtration Systems Ltd. (the“Company”) will be held at Adelaide House, London Bridge, London EC4R 9HA, England onWednesday, 5 September 2007 commencing at 11am for the following purposes:1 To appoint Mr Rami Treger as a director of the Company.2 To appoint Mr Ilan Benguigui as a non-executive director of the Company.3 To consider and, if thought fit, pass the following resolution:That, subject to the approval of such matters by the audit committee and the boardof directors of the Company, the terms of appointment and remuneration of Mr IlanBenguigui, as set out in his draft letter of appointment, a copy of which is producedto the meeting and initialled for the purposes of identification by the chairman of themeeting, be and are hereby approved.4 To consider and, if thought fit, pass the following resolution:That, subject to the approval of such drafts exemption and indemnificationagreements by the audit committee and the board of directors of the Company, thedraft exemption and indemnification agreements to be entered into by the Companyand each of Mr Rami Treger and Mr Ilan Benguigui, copies of which are produced tothe meeting and initialled for the purposes of identification by the chairman of themeeting, be and are hereby approved.5 To authorise the Company to extend its existing directors’ and officers’ liabilityinsurance policy to cover Mr Rami Treger and Mr Ilan Benguigui.6 To approve the entering into a share option agreement with Mr Rami Tregerpursuant to which Mr Rami Treger is granted options to purchase 54,722 ordinaryshares of the Company.7 To consider and, if thought fit, pass the following resolution:That, subject to the approval of such matters by the audit and remunerationcommittees and the board of directors of the Company, the terms of a phantombonus to be paid to Mr Treger, as set out in pages 3 and 4 of the circular dated 1August 2007, be and are hereby approved.8 To consider and, if thought fit, pass the following resolution:That, subject to the approval of such matters by the audit and remunerationcommittees and the board of directors of the Company, the terms of the bonusscheme to members of senior management, as set out in appendix 1 to the circulardated 1 August 2007, be and are hereby approved.9 To consider and, if thought fit, pass the following resolution:5753838.16
Page 1 and 2: THIS DOCUMENT IS IMPORTANT AND REQU
Page 4 and 5: The draft letter of appointment has
Page 9 and 10: Appendix 1AMIAD FILTRATION SYSTEMS
Page 12: X = 900,000 * Y/(Y+P)where:X = maxi

EGM 2007 - Amiad

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