SAPIENS INTERNATIONAL CORPORATION N.V.
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
To be held October 3, 2005
To the Shareholders of Sapiens International Corporation N.V. (the “ Company ”):
Notice is hereby given that the Annual General Meeting of Shareholders (the “ Meeting ”) of the Company will be held at the registered offices of the Company at Landhuis Joonchi, Kaya Richard J. Beaujoun z/n, Curaçao, Netherlands Antilles, on October 3, 2005 at 10:00 am (Curaçao time), for the following purposes:
1.
To approve the Board of Directors’ annual report on the management of the business of the Company for the year ended December 31, 2004.
2.
To adopt the Company’s Consolidated Balance Sheet as of December 31, 2004 and the related Consolidated Statements of Operations (profit and loss account) and Cash Flows for the year then ended.
3.
To approve the discharge of the Board of Directors for the management of the affairs of the Company for the year ended December 31, 2004.
4.
To elect the following slate of nominees to the Board of Directors of the Company to serve as directors of the Company until the next annual general meeting of shareholders of the Company: Ron Zuckerman, Dan Goldstein, Gad Goldstein, Naamit Salomon, Yacov Elinav, Uzi Netanel, Rammy Ringel, Yitzhak Sharir and MeesPierson Intertrust (Curaçao) N.V.
5.
To approve the appointment of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, as independent public accountants to audit the accounts of the Company for the year ending December 31, 2005.
6.
To transact such other business and to take action upon such other matters as may properly come before the Meeting or any adjournment thereof.
The close of business on August 25, 2005 has been fixed as the record date of the Meeting. All shareholders of record at such time are entitled to notice of, and to vote at, the Meeting.
Shareholders who do not expect to attend the Meeting in person are requested to mark, date, sign and mail the enclosed proxy as promptly as possible in the enclosed stamped envelope.
By Order of the Board of Directors
Andrew Treitel
General Counsel and Corporate Secretary
Curaçao, Netherlands Antilles
August 30, 2005
Dubi
