ORIDION SYSTEMS LTD 
By NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting (the "Meeting") of the Shareholders of Oridion Systems Ltd. (the "Company") will be held at the offices of Gross, Kleinhendler, Hodak, Halevy, Greenberg & Co. at 1 Azrieli Center, Round Building (39th floor), Tel Aviv, Israel, on May 22, 2012 at 09:30 a.m. (Israel time) for the purpose of considering and, if thought fit, passing the following Resolutions:
RESOLUTIONS
Proposal for resolution No. 1 requires the affirmative vote
of the holders of at least 75% of the voting power
represented at the Meeting (in person or by proxy) and voting
thereon.
Proposal for resolutions No. 2-4 requires the affirmative
vote of the holders of at least a majority of the voting
power represented at the Meeting (in person or by proxy) and
voting thereon.
1. Approval of the Agreement and Plan of Merger
(the "Merger Agreement"), dated as of April 4,
2012, by and among Covidien Israel Investments Ltd., an
Israeli company ("Parent"), Covidien Oscar Ltd., an Israeli
company ("Merger Sub") and a wholly-owned subsidiary of
Parent, and the Company, and the transactions promulgated
thereunder, including the merger of Merger Sub with and into
the Company, following which Merger Sub will cease to exist
and the Company will become a wholly owned subsidiary of
Parent (the "Merger"), and each issued and
outstanding Ordinary Share not owned by Parent, Merger Sub or
the Company will be converted into the right to receive 23.00
U.S. dollars (approximately CHF
21.08, based on the exchange rate as of April 4, 2012) in
cash without interest and subject to any applicable
withholding of taxes.
2. Approval of the payment to Alan Adler, the Company's Chief Executive Officer and Chairman of the Board, of a bonus in the amount of 90,000 U.S. dollars, representing 60% of his full 2011 annual bonus provided for in the Company's annual budget for the year 2011.
3. Approval of the payment to Alan Adler, the Company's Chief Executive Officer and Chairman of the Board, of a change of control payment in the amount of 1 million U.S. dollars in lieu of any and all severance amounts payable to him by the Company or Parent, which amount will be payable to Mr. Adler contingent upon the closing of the Merger.
4. Approval, effective as of the date of the Meeting, of the Company's 2011 US Share Option Plan, as amended.
Pursuant to the Company's Articles, Section 182(b) of
the Companies Law 5759-1999 and the Companies Regulations
Regarding Public Companies the Shares of which are Registered
for Trading on a Stock Exchange Outside of Israel
(Amendment), 5760-2000, the Board has fixed the close of
business on April 23, 2012 as the date for determining the
holders of record of Ordinary Shares entitled to notice of
and to vote at the Meeting and any adjournments thereof.
The Board believes that the shareholders of the Company
should be represented as fully as possible at the Meeting and
encourages your attendance. Whether or not you plan to be
present, kindly complete and sign the proxy, to be sent to
shareholders registered with SIX SAG Ltd. and published on
the Company's website www.oridion.com - Investors -
News. In the event that you are a shareholder registered with
SIX SAG Ltd., please sign the proxy exactly as your name
appears on the envelope containing this Notice of
Extraordinary General Meeting to be delivered to you, and
promptly return it to the Company so that your votes can be
recorded. If you attend the Meeting, you can revoke your
proxy and vote your shares in person.
Joint holders of Ordinary Shares should take note that,
pursuant to Article 30(c) of the Articles of Association of
the Company, the vote of the senior of joint holders of any
share who tenders a vote, whether in person or by proxy, will
be accepted to the exclusion of the vote(s) of the other
joint holder(s) of the share, and for this purpose seniority
will be determined by the order in which the names stand in
the Register of Members.
By Order of the Board of Directors,
Walter Tabachnik
Chief Financial Officer
April 17, 2012
Oridion Systems Ltd.
Har Hotzvim Industrial Park
7 Hamarpe Street, Building 5
Jerusalem 97774, Israel
Tel: +972-2-589-9159
Fax: +972-2-582-5873
Oridion Systems Ltd. P.O. Box 98166
Jerusalem 91230, Israel
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