Koor Industries Ltd. ("the Company")

Notice is hereby given pursuant the Companies (Publication of notice of a general meeting and a class meeting of a public company) Regulations, 5760-2000, concerning the convening of an annual general meeting of the shareholders of the Company on Sunday, 28^th June, 2009 at 14:00 at the head office of IDB Group, Azrieli Center 3 (Triangular Tower), 41^st floor, Tel Aviv 67023, with the following agenda:

A.      Discussion of the financial statements of the Company and of the Directors' Report for the year ended 31^st December, 2008.

B.      Extension of the term of office of the external directors in the Company, Dr. Ayelet Ben-Ezer and Mr. Shlomo Reisman, for an additional period of three years.

C.      Re-appointment of the auditing accountants of the Company and setting their fees.

Summary of the resolutions on the agenda:

A.      Discussion of the financial statements of the Company and of the Directors' Report for the year ended 31^st December, 2008. On this subject there will be no vote, only discussion.

B.      Extension of the term of office of the external directors in the Company, Dr. Ayelet Ben-Ezer and Mr. Shlomo Reisman, for an additional period of three years: On 28^th September, 2006, the general meeting of the Company approved the appointment of Dr. Ayelet Ben-Ezer and Mr. Shlomo Reisman to serve as external directors in the Company. It is proposed to extend their office for three additional years, as provided in Section 245(a) of the Companies Law, 5759-1999 ("the Companies Law"). For details about Dr. Ben-Ezer and Mr. Reisman, as required under Articles 36B(a)(10) and 26 of the Securities (Periodic and immediate reports) Regulations, 5730-1970, see Part D of the Period Report for 2008 published by the Company on 15^th March, 2009.

          The vote for each of Dr. Ben-Ezer and Mr. Reisman will be held separately. Dr Ben-Ezer and Mr. Reisman have signed a declaration pursuant to Sections 241 and 224B(a) of the Companies Law. It is noted that Mr. Reisman was assessed in the past by the Board of Directors of the Company as having accounting and financial expertise, in accordance with the provisions of the Company (Terms and tests for a director who has accounting and financial expertise and for a director who has a professional qualification) Regulations, 5766-2005.

C.      Re-appointment of the auditing accountants of the Company and setting their fees: It is proposed to appoint the present auditors of the Company, Somekh Chaikin (members of KPMG International), as the auditors of the Company, in effect until the next annual general meeting, and to authorise the Board of Directors, which may authorise the Audit Committee, to set their fees for that period.

Eligibility to vote and quorum for holding the meeting

The effective date for the matter of eligibility to vote at the annual general meeting is the end of trading on 29^th May, 2009 ("the Effective Date"). Under the Companies (Proof of ownership of a share for voting at a general meeting) Regulations, 5760-2000 ("Proof of Ownership Regulations"), a shareholder in whose name a share is registered with a member of the stock exchange and that share is included among the shares of the Company registered in the register of shareholders in the name of the nominees company and who wishes to vote at the general meeting, must submit to the Company confirmation from the member of the stock exchange with which his right to the share is registered, concerning his ownership of the share, on the Effective Date, in accordance with Form 1 in the Addendum to the Proof of Ownership Regulations. The shareholders may vote in person or by means of a proxy duly authorised under power of attorney which must be deposited at the offices of the Company at least 48 hours prior to the time of the meeting. Notwithstanding the aforesaid, the chairman of the meeting may, at his discretion, accept such letter of appointment even after the above time if he deems it appropriate, at his discretion.

The voting paper and the documents listed on the voting paper that should be attached to it, should be submitted to the Company's office (including by registered mail) together with confirmation of ownership (and for a registered shareholder – with a photocopy of an identity card, passport or certificate of association, as the case may be), by seventy-two (72) hours prior to the time at which the meeting will convene. On this point, the "date of submission" will be deemed to be the date on which the voting paper and the documents attached to it reach the offices of the Company.

The last date for shareholders to submit position announcements to the Company is up to ten (10) days after the Determining Date.

A quorum is constituted when there are at least two members present, in person or by proxy, who together hold at least one third of the voting rights of the Company. If after the elapse of half an hour from the time set for the meeting a quorum is not present, the meeting will be postponed to the same day of the following week, at the same time and in the same place, or to another day and/or time and/or place as the Board of Directors determines in a notice to the shareholders. At the postponed meeting, a quorum will be constituted when there are at least two members present in person or by proxy, irrespective of the percentage of voting power they have in the Company.

Majority required

The majority required for approval of the resolutions in items A and C of the agenda is a simple majority of all the votes of the shareholders who are present at the meeting and who may vote and do vote. The majority required for Resolution B of the agenda is a simple majority of all the votes of the shareholders who are present at the meeting and may vote and do vote, without taking abstentions into account, and provided that one of these obtains: (1) the count of the majority votes includes at least one third of all the votes of the shareholders who are not the controlling shareholders in the Company or anyone acting on their behalf, who attend and vote (without taking abstentions into account); (2) total votes against the resolution from among the shareholders referred to in sub-section (1) do not exceed one percent of all the voting rights in the Company.

Review of documents

The immediate report in the matter of the above meeting, which contains the full text of the proposed resolutions, can be reviewed in the registered office of the Company in Azrieli Center 3 (Triangular Building), 43^rd floor, Tel Aviv, on Monday – Thursday between 09:00 and 16:00 until the date of the meeting, by appointment with the Company Secretary, tel: 03-6075107. An immediate report on the meeting was published on the website of the Securities Authority (Magna – distribution site) at www.magna.isa.gov.il.

                                                                                               Yours sincerely,

                                                                                               Koor Industries Ltd.