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Atia Group Ltd (ATIA)

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Monday 21 April, 2008

Atia Group Ltd

Directorate Change

Atia Group Limited
21 April 2008

                                            Translation from the Hebrew Original

                                 ATIA GROUP LTD
                               Reg. No. 520040486
   The Corporation's Securities are listed for trading on the Tel Aviv Stock
                                    Exchange
                           Abridged Name: ATIA GROUP
                  157, Yaffo St., (Amot Building), Haifa 35251
                 Tel: 04-8538835               Fax: 04-8527785
                           Email: Danny@atiagroup.com
                           Website: www.atiagroup.com

Transmission date: 05/04/2008
Ref: 099462-01-2008

Israel Securities Authority               The Tel Aviv Stock Exchange Ltd.
www.isa.gov.il                                 www.tase.co.il


                   Immediate Report about Convening a Meeting
                          Regulation 36b(a) and 36c of
        The Securities Regulations (Periodic and Immediate Reports) 1970

Explanation: When one of the items on the Agenda of the Meeting concerns the
Approval of a Transaction with a Holder of Control, or Approval of an
extraordinary proposal, Form 133u or 138u shall be filled out, respectively.

1.    On 30/03/2008, a Resolution was passed to convene a General Meeting.

        The number of the security on the Stock Exchange is 541011, which
entitles its holder to participate in the Meeting that will be held on Wednesday
14/05/2008 at 11:00 AM at the address:

        Chet, Sarid, Gruber, Sapir Chen, Lavron Law Offices - 5, Azrieli Center
(The Square Tower), 24th floor, Tel Aviv.

2.    The Record Date for the right to participate in and vote at the Meeting:
14/04/2008.

3.    AGENDA
     
(  ) Convening of Meeting _ Consolidation of Share Capital _ Appointment of 
     External Director (isa.pdf)

        Explanation: Elaboration of the proposed resolutions on the Agenda:  set
out beside each item, shall be given a description of the nature of the item,
giving details of the pertinent facts required for understanding every proposal
that requires voting upon in the Meeting. The wording of every proposed
resolution or a summarized description of its highlights shall be given. For
each proposed resolution on the Agenda there shall be specified the required
majority of votes for adopting the resolution.

Is there a proposed resolution on the Agenda to approve the appointment of an
External Director = Yes.

Is the appointment of the External Director in accordance with the provisions of
section 239(d) of the Companies Law, 1999 = No.

Explanation: Section 239(d) of the Companies Law stipulates, 'In a company in
which, on the date of appointment of an outside director, all members of the
board of directors of the company are of one gender, the outside director
appointed shall be of the other gender.'

Wording of the proposed resolutions, or a summarized description of their
highlights:

1.    Appointment of Mr. Yossi Peled as External Director of the Company

        Summarized wording of the proposed resolution:

        To appoint Mr. Rossi Peeled as External Director of the Company; to
approve the payment of his annual remuneration at the fixed sum, and his
remuneration for attendance at Meetings at the fixed sums as specified in the
Second Schedule and Third Schedule of the Companies Regulations (Rules
Concerning the Remuneration and Expenses of External Directors), 2000, as shall
be determined from time to time.

2.        Consolidation of the Company's Share Capital

        Summarized wording of the proposed resolution:

To consolidate and re-divide the Company's Share Capital so that every One
Hundred (100) existing shares in the Company's Authorized and Issued Share
Capital shall be consolidated into one (1) share.

Where, as a result of the consolidation of shares, certain shareholders may be
left with fractions after consolidation of their shares, the following shall
apply:

        1) Where a shareholder is left, after the said consolidation, with a
fraction which is higher than 0.50 (i.e. following the consolidation, a
shareholder is left with at least 51 shares of the class of shares before the
consolidation, and maximum 99 shares as aforesaid, that were not consolidated
into 1 share), he shall be entitled to receive one consolidated share in respect
of the said fraction; The Board of Directors may allot to each shareholder as
aforesaid, shares of the class of shares before the consolidation, fully paid
up, at such number that their consolidation with the fraction will suffice for
the allotment of one full consolidated share, and an allotment as aforesaid
shall be deemed  valid immediately prior to the consolidation.

        2) Where a shareholder is left, after the said consolidation, with a
fraction which is not higher than 0.50 (i.e. following the consolidation, a
shareholder is left with between 1 share and 50 shares of the class of shares
before the consolidation, that were not consolidated into 1 share), he shall not
be entitled to receive a consolidated share in respect of the said fraction.

        3) In the event that an action as aforesaid will require the issue of
additional shares, then their redemption shall be affected in the same way that
bonus shares are redeemed. The consolidation and re-division as aforesaid shall
not be deemed changes in the rights attached to the shares that were subject to
consolidation and re-division.

4.    Attached:
     
( V )  Wording of Proxy Statement                      ( V )   Position Notice

( V ) Convening _meeting_appointment_external director Proxy Statement _ isa.pdf

(  )  Convening of Meeting _ Appointment of External Director_ Proxy
      Statement _ (isa.pdf)


Name of electronic reporter: Lavron Gil; Name of employing company: Position:
External Legal Advisor, Email: gil@csglaw.co.il - Chet Sarid Gruber Sapir-Hen
Lavron, Attorneys@Law

5 Azrieli Center, Square Tower, 24th fl., Tel Aviv 67025, Israel. T:
+972-3-6088444 | F: +972-3-6088455

www.csglaw.co.il


                                 ATIA GROUP LTD
                                ('The Company')

                                                                    6 April 200

            Subject: Immediate Report on Convening a Special Meeting

                         Of the Company's Shareholders

Notice is hereby given about the convening of a special meeting of the Company's
shareholders, to be held on Wednesday, 14 May 2008, at 11:00 AM, at 5 Azrieli
Center, The Square Tower (24th floor), Tel Aviv, at the Chet, Sarid, Gruber,
Sapir-Chen, Lavron, Law Offices.

On the Agenda:

1. Appointment of Mr. Yossi Peled as an External Director of the Company

Summarized wording of the proposed resolution:

To appoint Mr. Yossi Peled as External Director of the Company; to approve the
payment of his annual remuneration at the fixed sum, and his remuneration for
attendance at Meetings at the fixed sums, in accordance with the sums specified
in the Second Schedule and Third Schedule of the Companies Regulations (Rules
Concerning the Remuneration and Expenses of External Directors), 2000, as shall
be determined from time to time.

2.      Consolidation of the Company's Share Capital

Summarized wording of the proposed resolution:

To consolidate and re-divide the Company's Share Capital so that every One
Hundred (100) existing shares in the Company's Authorized and Issued Share
Capital shall be consolidated into one (1) share.

Where, as a result of the consolidation of shares, certain shareholders may be
left with fractions after consolidation of their shares, the following shall
apply:

1) Where a shareholder is left, after the said consolidation, with a fraction
which is higher than 0.50 (i.e. following the consolidation, a shareholder is
left with at least 51 shares of the class of shares before the consolidation,
and maximum 99 shares as aforesaid, that were not consolidated into 1 share), he
shall be entitled to receive one consolidated share in respect of the said
fraction; The Board of Directors may allot to each shareholder as aforesaid,
shares of the class of shares before the consolidation, fully paid up, at such
number that their consolidation with the fraction will suffice for the allotment
of one full consolidated share, and an allotment as aforesaid shall be deemed
valid immediately prior to the consolidation.

2) Where a shareholder is left, after the said consolidation, with a fraction
which is not higher than 0.50 (i.e. following the consolidation, a shareholder
is left with between 1 share and 50 shares of the class of shares before the
consolidation, that were not consolidated into 1 share), he shall not be
entitled to receive a consolidated share in respect of the said fraction.

3) In the event that an action as aforesaid will require the issue of additional
shares, then their redemption shall be affected in the same way that bonus
shares are redeemed. The consolidation and re-division as aforesaid shall not be
deemed changes in the rights attached to the shares that were subject to
consolidation and re-division.

In accordance with section 182(b) of the Companies Law, 1999 and the Companies
Regulations (Voting by Proxy Statements and Notices of Position), 2005 ('The
Voting by Proxy Statement Regulations') it is hereby stipulated that the Record
Date for the purpose of participation in the General Meeting as well as for
voting by means of a Proxy Statement, in accordance with the Voting by Proxy
Statements Regulations is 14.4.08.

Item 1 on the Agenda may be voted upon by means of a Proxy Statement. Voting by
means of a Proxy Statement shall be effected on a copy of the Form attached in
the Schedule to the Voting by Proxy Statements Regulations, attached to this
Report (various procedures are detailed in the said Proxy Statement, concerning
voting by a Proxy Statement, in accordance with the voting regulations). Voting
by means of a Proxy Statement shall be valid only if received at the Company's
Registered Office as specified above, accompanied by a certificate of ownership,
not later than 72 hours before the time fixed for the convening of the Meeting.

Shareholders who wish to vote at the Meeting, shall deposit the form of
Appointment of Proxy, or a copy thereof certified by a notary, at the Company's
offices, not later than 48 hours before the time fixed for the Meeting or the
Adjourned Meeting, at which the Proxy Holder intends to vote on the basis of
that Appointment of Proxy.

The majority required for passing the resolution proposed in section 1 above is
a simple majority of the votes of the shareholders participating in the voting,
provided that one of the following is met:

a.   The majority at the General Meeting shall include at least one third of the
voting shareholders who are not holders of control in the Company, or
representing them, who are participating in the voting; in counting the total
votes of the said shareholders, the abstaining votes shall not be considered;

b.   The total number of opposing votes out of the shareholders aforesaid in
section 'a' above shall not exceed one percent of the total voting rights in the
Company.

The majority required for passing the resolution proposed in section 2 above is
a simple majority of the votes of the shareholders participating in the voting.

The presence of two shareholders holding 25% of the voting rights in the
Company, either by themselves or by a proxy, or by a Proxy Statement, shall
constitute a forum for the above-mentioned meeting. If, at the end of half an
hour from the time fixed for the commencement of the meeting, there is no quorum
present, the meeting shall be adjourned to Wednesday, 21 May 2008 at the same
time and in the same place ('The Adjourned Meeting'). Where at an Adjourned
Meeting, there is no quorum present at the end of half an hour from the time
fixed for the commencement of the meeting, then two shareholders present in
person, or by proxy, or by a Proxy Statement, shall constitute a quorum.

The wording of the resolutions and the declaration of the candidate may be
inspected at the offices of advocates Gil Lavron and Nathalie Raccah, of the
Chet, Sarid, Gruber, Sapir-Chen, Lavron Law Offices, of Chet, Sarid, Gruber,
Sapir Chen, Lavron Law Offices - 5, Azrieli Center (The Square Tower), 24th
floor, Tel Aviv, Tel. 03-6088444, Fax 03-6088455, by appointment on Sundays to
Thursdays (except on holiday eves or holidays) between 09:00 and 17:00.

Yours sincerely,


ATIA GROUP LTD.


                                PROXY STATEMENT

Pursuant to the Companies Regulations (Voting By Proxy Statements and Notices of
                                 Position) 2005
                 ('The Voting by Proxy Statements Regulations')


                                    PART ONE


Name of Company:            ATIA GROUP LTD. ('The Group')



Type of General Meeting, Time and Place of Meeting:

A Special General Meeting that will be held on Wednesday, 14 May 2008, at 11:00,
at 5, Azrieli Center, The Square Building (24th floor), Tel Aviv, at the offices
of Chet, Sarid, Gruber, Sapir-Chen, Lavron Law Offices. If a quorum is not
present, the Meeting will be adjourned to Wednesday, 21 May 2008, at the same
time and the same place.

Details of the Proposed Resolution on the Agenda, which can be voted upon by a
Proxy Statement:

To appoint Mr. Yossi Peled as External Director of the Company; to approve the
payment of his annual remuneration at the fixed sum, and his remuneration for
attendance at Meetings at the fixed sums, in accordance with the sums specified
in the Second Schedule and Third Schedule of the Companies Regulations (Rules
Concerning the Remuneration and Expenses of External Directors), 2000, as shall
be determined from time to time.

Particulars, to the best of the Company's Knowledge, about the Candidate for
Election as an External Director of the Company:

Name: Yossi Peled

I.D. Number: 41422528

Date of Birth: 18/1/1941

Address for Service of Process: 10, Uri Zvi Greenberg, Tel Aviv 69379

Citizenship: Israeli

The External Director has no accounting and financial qualification

Employee of the company, of a subsidiary of the company, of a related company,
or an interested party in the company: No.

Education: B.A. from Tel Aviv University, Graduate of the National Security
College (London)

Occupation during the past five years, and the corporations in which he serves
as a director: Chairman of Oron Financial Management and Consultation; Chairman
of the Israel-Croatia Chamber of Commerce, Chairman of the Committee for
Coordinating Care of South Lebanon Army Personnel; serves as director of Israel
Petrochemical Enterprises Ltd., Industrial Buildings Corporation Ltd., Dash
Securities Ltd., Nathanel Group Ltd, and Tesuah 10 Ltd.

Member of the family of another interested party in the corporation: No.

The majority required for passing a resolution:

A simple majority of the voting shareholders, provided that the majority of the
votes shall include at least one third of the total votes of the shareholders
who are not holders of control in the Company, or representing them, who are
present at the Meeting and who are voting for or against (excluding the
abstaining votes); or - that the total number of opposing votes out of the
shareholders aforesaid, shall not exceed 1% of the total voting rights in the
Company.
                                    PART TWO

Name of Company:            ATIA GROUP LTD.

Company's Address (for delivery and sending Proxy Statements): Chet, Sarid,
Gruber, Sapir-Chen, Lavron, Law Offices, at 5 Azrieli Center, The Square Tower
(24th floor), Tel Aviv, 67021.

Company No.: 520040486

Time of Meeting: Wednesday, 14 May 2008, at 11:00 or any Adjourned Meeting.

Type of Meeting: Special Meeting.

Record Date: 14 April 2008.



Particulars of Shareholder:

Name of Shareholder: ________________________

I.D. Number: _______________

If the shareholder does not have an Israeli Identity Card - Passport No.:
______________

Country of Issue: ______________________ Expiration Date: _______________

If the shareholder is a corporation - Corporation No.: ______________

Country of incorporation: __________________



Method of voting:


                          Subject on the Agenda                                      Method of Voting (1)
                                                                               For       Against        Abstain
Appointment of Mr. Yossi Peled as External Director


For the purpose of approving a transaction in accordance with section 239(b) of the Companies
Law - are you a holder of control or a representative thereof? (2)

                      NO                                     YES (Give details)


Date: ________________
                                                  _____________________

                                                  Signature of Shareholder


This Proxy Statement shall be delivered to the Company, or sent by Registered
Mail, so that the Proxy Statement reaches the Company's Registered Office not
later than seventy-two hours before the time fixed for holding the General
Meeting. A Proxy Statement that is received after the aforesaid time shall not
be deemed being present at the Meeting for being included in the quorum for
voting, and shall not be included in the number of votes.

Shareholders holding shares through a member of the Stock Exchange - this Proxy
Statement is valid only when attached to a certificate of title.

Shareholders registered In the Company's Register of Shareholders - this Proxy
Statement is valid when attached to a photocopy of an identity card / passport /
certificate of incorporation.


Part Two of this Proxy Statement includes a special section for specifying the
existence or absence of an interest, as required according to section 239(b) of
the Companies Law, and about the description of the nature of the relevant
interest. It is hereby made clear that where a shareholder does not specify the
existence or absence of the interest, or does not describe the nature of the
interest, his vote shall not be counted in the number of votes.

A Proxy Statement of a non-registered shareholder (3) shall be valid only if
accompanied by a certificate of ownership. In the case of a shareholder who is
registered in the Company's Register of Shareholders - a photocopy of an
identity card, passport, or certificate of incorporation shall accompany it.

The Company must receive the Proxy Statement not later than seventy-two hours
before the time fixed for holding the General Meeting

Address for delivery of Proxy Statements and Notices of Position:

Chet, Sarid, Gruber, Sapir-Chen, Lavron, Law Offices, at 5 Azrieli Center, The
Square Tower (24th floor), Tel Aviv, 67021.

The last date for submitting notices of position to the Company is 24 April
2008;

The last date for delivery of the Board of Directors' response to the notices of
position is 29 April 2008.

The Addresses of the Israel Securities Authority distribution website and the
website of the Tel Aviv Stock Exchange Ltd., where forms of Proxy Statements and
Notices of Position are available:

The Distribution Website of the Israel Securities Authority:
www.magna.isa.gov.il

The Internet website of The Tel Aviv Stock Exchange Ltd.: www.tase.co.il.

A shareholder is entitled to receive his certificate of ownership at a branch of
a member of the Exchange or by mail, if so requested, and a request to this
effect will be made in advance to a particular securities account.

A non registered shareholder(4) is entitled to receive by email, at no cost, a
link to the Proxy Statement and the notice of position on the distribution site
of the Israel Securities Authority from an Exchange member through whom his
shares are held, unless he/she has notified the Exchange member that he/she is
not interested in receiving the aforementioned link, or that he/she wishes to
receive the Proxy Statements by mail for a fee; a notice regarding the Proxy
Statements will also apply to receiving notices of position.

One or more shareholders holding shares constituting 5% or more of the total
voting rights in the Company, and anyone holding the stated amount of shares of
the total voting rights that are not held by a controlling party in the Company,
as defined in Section 268 of the Companies Law, is entitled to review personally
or through any person on his behalf, after the holding of the General Meeting,
the Proxy Statements which were received by the Company, at the Company's
Registered Office, by prior appointment.

The number of shares constituting 5% of the total voting rights in the Company
is 62,958,338 ordinary shares of the Company; The number of shares constituting
5% of the total voting rights in the Company that are not held by a controlling
party in the Company, as defined in Section 268 of the Companies Law, is
17,561,613 ordinary shares of the Company.

A shareholder will specify is voting position in the second part of this Proxy
Statement.

The Company does not allow voting through the Internet.

--------------------------


(1) Failure to mark any option shall be deemed an abstention.


(2) Where a shareholder does not fill out this column, or marks YES and does not
give details - his vote shall not be counted.


(3) A non-registered shareholder is any entity in whose name a share is
registered with a member of the TASE, and that share is included among the
shares that are registered in the Register of Shares in the name of the Nominees
Company.


(4) See footnote 1 above.


                      This information is provided by RNS
            The company news service from the London Stock Exchange