NUR Macroprinters Ltd fka NURM

[midastouch017]

>>However, if shareholders do not approve the proposals necessary to complete the Fortissimo Private Placement and the debt restructuring contemplated by the Debt Restructuring Agreement, NUR may be compelled to cease its operations entirely. If our Company is forced to liquidate, all proceeds will likely go to our secured lenders. Holders of ordinary shares likely would not receive any recovery whatsoever; your existing shares would become worthless. <<

Indeed so.

NUR MACROPRINTERS LTD.
12 Abba Hillel Silver Street
Lod, Northern Industrial Park
Israel


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NOTICE OF AN ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
To be held on October 27, 2005
10:00 a.m.


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To Our Shareholders:

An annual and special meeting of shareholders of NUR Macroprinters Ltd. (referred hereinafter as “NUR” or the “Company”) will be held at our offices at 12 Abba Hillel Silver Street, Lod, Northern Industrial Park, Israel on October 27, 2005, at 10:00 a.m., Israel time, and thereafter as it may be adjourned from time to time (the “Shareholders Meeting”), to approve the following proposals:

1. To reelect three members of the Company’s Board of Directors to hold office until the next annual meeting of shareholders and until their respective successors are duly elected and qualified;

2. To ratify the selection of Kost Forer Gabbay & Kasierer (a member of Ernst & Young Global) as the independent auditors of NUR for the fiscal year ended December 31, 2005, which selection was made by the Audit Committee of the Board of Directors;

3. To approve a private placement to a group of investors led by Fortissimo Capital Fund G.P., L.P. (“Fortissimo”) of $12 million of NUR’s ordinary shares, nominal value NIS 1.0 each (the “ordinary shares”) and warrants to purchase ordinary shares, pursuant to the terms of that certain Share Purchase Agreement dated as of August 21, 2005, as amended by Amendment Number 1 to Share Purchase Agreement dated as of September 11, 2005, and the transactions contemplated by the Share Purchase Agreement, as amended (the “Fortissimo Private Placement”), including, but not limited, to (a) the election of four directors appointed by Fortissimo, and (b) the management agreement between NUR and Fortissimo.

4. To approve that certain Debt Restructuring Agreement dated as of September 12, 2005 by and among NUR and its three lender banks (the “Debt Restructuring Agreement”), whose terms include the grant by NUR to the lender banks of warrants to purchase ordinary shares and the transactions contemplated by the Debt Restructuring Agreement;

5. To amend the Company’s Amended and Restated Articles of Association and Memorandum of Association in order to increase the Company’s authorized share capital by NIS 50,000,000 divided into 50,000,000 ordinary shares, which increase will result in an authorized share capital of NIS 170,000,000 divided into 170,000,000 ordinary shares;

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6. To amend the provisions of the Company’s Amended and Restated Articles of Association regarding indemnification of the Company’s directors and officers;

7. To approve, subject to the closing of the Fortissimo Private Placement, the procurement of liability insurance coverage for NUR’s officers and directors to cover each of NUR’s directors and officers who (a) will serve immediately following the completion of the Fortissimo Private Placement or be appointed in the future, and (b) served on NUR’s board prior to the consummation of the Fortissimo Private Placement;

8. To approve the execution of a replacement form of indemnification agreement with the Company’s officers and each of its directors who are currently serving and will be appointed in the future, including the directors to be appointed by Fortissimo;

9. To approve and ratify the execution of exculpation letters with each of the Company’s directors who are currently serving and will be appointed in the future, including the directors to be appointed by Fortissimo;

10. To approve, subject to the closing of the Fortissimo Private Placement, an amendment to the Company’s 2000 Stock Option Plan (the “2000 Option Plan”) to increase the number of ordinary shares authorized for issuance under the 2000 Option Plan by 14,500,000, from 2,997,590 ordinary shares to 17,497,590 ordinary shares and to further increase the available number of ordinary shares authorized for issuance under the 2000 Option Plan by the number of ordinary shares underlying options surrendered (except in the case of surrender for the exercise into shares) or which cease to be exercisable under the Company’s 1995 Stock Option Plan or the 1997 Stock Option Plan;

11. To approve an amendment to the Company’s 1998 Share Option Plan for Non-Employee Directors (the “1998 Option Plan”) to increase the number of ordinary shares authorized for issuance under the 1998 Option Plan by 500,000, from 250,000 ordinary shares to 750,000 ordinary shares;

12. To discuss the NUR’s audited financial statements for the year ended December 31, 2004; and

13. To act upon any other matters that may properly come before the Shareholders Meeting or any adjournment(s) thereof.

The Board of Directors believes that the proposed Fortissimo Private Placement and the Debt Restructuring Agreement represent the best opportunity available to enable NUR to continue as a going concern and represent the only opportunity for NUR’s shareholders to have a continuing financial interest in NUR’s future. Receipt of the funds from the Fortissimo Private Placement and restructuring of NUR’s existing bank debt is essential in order for NUR to continue as a viable company.

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The Fortissimo Private Placement and the Debt Restructuring Agreement will significantly dilute your shareholding. However, if shareholders do not approve the proposals necessary to complete the Fortissimo Private Placement and the debt restructuring contemplated by the Debt Restructuring Agreement, NUR may be compelled to cease its operations entirely. If our Company is forced to liquidate, all proceeds will likely go to our secured lenders. Holders of ordinary shares likely would not receive any recovery whatsoever; your existing shares would become worthless.

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