Proxy Statement

Under Israel’s Companies Law, the payment of compensation to Directors of the Company, whether in their capacity as Directors or otherwise, requires shareholder approval. Gil Shwed and Marius Nacht, who are Directors of the Company, are also the Chief Executive Officer, and Senior Vice President, respectively, of the Company.

It is therefore proposed that the shareholders approve the compensation of these officers (who are also Directors) for their services as officers, in the amounts to be presented at the Meeting, as approved by the Board of Directors of the Company.

The affirmative vote of the holders of a majority of the voting power represented at the Meeting in person or by proxy and voting thereon is necessary for the approval of the resolution to approve the compensation of the officers of the Company who are also Directors. The Board of Directors recommends that the shareholders vote “FOR” the approval of the resolution to approve the compensation of the officers of the Company who are also Directors.

By Order of the Board of Directors.

GIL SHWED
Chairman of the Board of Directors
Dated: July 5, 2002

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