RiT Technologies Announces 2008 Annual General Meeting

TEL AVIV, Israel, July 22 /PRNewswire-FirstCall/ -- RiT Technologies
(NASDAQ: RITT) today announced that its 2008 Annual General Meeting of
Shareholders will be held on Tuesday, August 26, 2008 at 10:00 a.m.Israel
time, at the offices of the Company, 24 Raoul Wallenberg Street, Tel Aviv
69719, Israel. The record date for the meeting is July 24, 2008. The Company
will send to its shareholders of record a proxy statement describing the
various matters to be voted upon at the meeting, along with a proxy card
enabling them to indicate their vote on each matter. The Company will also
furnish the proxy statement to the Securities and Exchange Commission (SEC)
on Form 6-K.
The agenda of this announced annual general meeting is as follows:
1. To elect three (3) directors to the Board of Directors of the Company;
2. To approve the re-appointment of KPMG Somech Chaikin as the Company's
independent auditors for the fiscal year ending December 31, 2008; and to
authorize the board of directors to delegate to the audit committee the
authority to fix the remuneration of KPMG Somech Chaikin in accordance with
the volume and nature of their services;
3. To authorize the Board of Directors to effect a reverse share split of
all of the Ordinary Shares at a ratio not to exceed one-for-eight and to
approve related amendments to the Company's Memorandum and Articles of
Association;
4. To approve the liability insurance covering directors and officers;
5. To approve terms and framework of compensation to an employee who is
related to STINS COMAN Incorporated, the controlling shareholder of the
Company;
6. To approve a private issuance by the Company of ordinary shares to
STINS COMAN Incorporated, the controlling shareholder of the Company;
7. To approve the renewal of a distribution agreement between the Company
and STINS Corp, a subsidiary of STINS COMAN Incorporated, the controlling
shareholder of the Company;
8. To approve a special bonus payment to Liora Katzenstein, following
termination of her service as director;
9. To approve terms of compensation to a non-employee director;
10. To consider the audited consolidated financial statements of the
Company for the year ended December 31, 2007; and
11. To transact such other business as may properly come before the
Meeting or any adjournment thereof.
Items 1, 2, 4, 8 and 9 require the approval of a simple majority of the
shares voted on the matter. Item 3 requires the affirmative vote of not less
than 75% of the shares voted on the matter. Items 5, 6 and 7 require the
approval of a simple majority of the shares voted on the matter provided that
either (i) the shares voted in favor of the resolution include at least
one-third of the shares voted by shareholders who do not have a personal
interest in such matter or (ii) the total number of shares voted against such
matter does not exceed 1% of the Company's voting power. Item 10 does not
require a vote by the shareholders.
IMPORTANT NOTE: The securities to be offered in the private placement
will not be registered under the Securities Act of 1933, as amended (the
"Act") or any state securities laws, and may not be offered or sold in the
United States absent registration, or an applicable exemption from
registration, under the Act and applicable state securities laws. This news
release does not constitute an offer to purchase, sell or exchange or a
solicitation of an offer to purchase, sell or exchange any securities of the
Company.
About RiT Technologies
RiT is a leading provider of physical network infrastructure control and
management solutions. Deployed in the networks of many of the world's largest
carriers and enterprises, its pioneering, fast-ROI products have proven their
ability to simplify service deployment and provisioning, enhance
troubleshooting accuracy, reduce infrastructure maintenance costs, enhance
physical layer security and enable cost-effective service qualification and
verification.
For more information, please visit our website: http://www.rittech.com
Safe Harbor Statement
In this press release, all statements that are not purely about
historical facts, including, but not limited to, those in which we use the
words "believe," "anticipate," "expect," "plan," "intend," "estimate",
"forecast", "target" and similar expressions, are forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995.
While these forward-looking statements represent our current judgment of what
may happen in the future, actual results may differ materially from the
results expressed or implied by these statements due to numerous important
factors, including, but not limited to, those described under the heading
"Risk Factors" in our most recent Annual Report filed with the Securities and
Exchange Commission (SEC) on Form 20-F, which may be revised or supplemented
in subsequent reports filed with the SEC. These factors include, but are not
limited to, the following: our ability to raise additional financing, if
required; our inability to satisfy Nasdaq's requirements for continued
listing, the continued development of market trends in directions that
benefit our sales; our ability to maintain and grow our revenues; our
dependence upon independent distributors, representatives and strategic
partners; our ability to develop new products and enhance our existing
products; the availability of third-party components used in our products;
the economic condition of our customers; the impact of government regulation;
and the economic and political situation in Israel. We are under no
obligation, and expressly disclaim any obligation, to update the
forward-looking statements in this press release, whether as a result of new
information, future events or otherwise.
COMPANY CONTACT:

Simona Green
VP Finance
+972-3-766-4249
simonag@rit.co.il

SOURCE RiT Technologies Ltd.

COMPANY CONTACT: Simona Green, VP Finance, +972-3-766-4249, simonag@rit.co.il