AGM Statement

RNS Number:3344X
Technoplast Industries Ld
04 April 2004

                                                     R. YOHAY & CO., LAW OFFICES

                                TOP  TOWER,  50, DIZENGOFF ST., TEL AVIV   64332  
         FAX:   [phone]   e-mail: [e-mail]     TEL:   [phone]




                                                                    ROBERT YOHAY
                                                                      GILL RIMON
                      EYNAT BRETSHNAIDER

Tel Aviv, 1 April 2004






The London Stock Exchange
Company Announcements Section
Fax: [phone]



Dear Sir,





            RE:       Technoplast Industries Ltd - Immediate report



Technoplast Industries Ltd. (hereinafter: "the Company") has announced to the
Tel Aviv Stock Exchange and to the Israeli Securities Authority, as an immediate
report, that further to the Company's resolution of the late afternoon hours of
31 March 2004, The Company received from Kidron Management and Holdings Ltd.
(hereinafter: "Kidron"), at 09:30 this morning, a duly signed document
stipulating the undertakings and waivers agreed upon between the Company and
Kidron, stipulations that in essence are a waiver of all the conditions
precedent for the closing of the agreement with Kidron, with the exception of
the following conditions:



-           Achievement of an arrangement between the Company and its creditors
            (including tax authorities, banks and suppliers) to Kidron's full 
            satisfaction. Such condition shall be satisfied upon the approval 
            of the creditors arrangement (with respect to all of the Company's 
         creditors with the exception of the Israeli income tax authority).



-           Receipt of the Tel-Aviv Stock Exchange's approval to the listing for
            trade of the shares to be issued to Kidron upon the closing of the 
            agreement between the Company and Kidron.



-           Approval of the Israeli tax authorities for the merger between the
            Company and Kidron (pursuant to article 103 T to the Israeli income 
            tax ordinance).



-       Receipt of the approval of the investment center for the transaction
            between the Company and Kidron.



The above concessions have been granted without derogating from any right the
Company and/or Kidron are entitled to.



2. In addition, Kidron has undertaken to exercise its option and to
invest, upon the closing of the transaction with the Company, a sum of US$
500,000, in cash, in the Company's shares, the said investment will be performed
by Kidron itself or by assignment of the said right by Kidron to third parties.
Kidron has loaned the Company a sum of US$ 100,000 as an advance for the
exercise of the said option.



3.         The receipt from Kidron of the above undertakings and waivers had
been a condition set by the Company for compliance with Kidron's demand that the
Company file, to the district court in Tel-Aviv, a motion to convene creditor
meetings pursuant to article 350 (a) to the Israeli Companies Law, meetings that
shall discuss and vote whether or not to approve the creditors arrangement
proposed by the Company, a motion that has been filed earlier today.



            The above motion does not include a petition for suspension of legal
proceedings against the Company.



            Kidron demanded, as a condition precedent to the closing of the
agreement with the Company, that the Company reach an arrangement with its
creditors by way of a creditors arrangement.



4.         The Principal elements of the creditors arrangement proposed by the
Company are as follows:



            The Company's secured creditors (banks), whom the Company owes an
amount of 65 million NIS. shall receive:



            -           Payment of 15 million NIS. within6 months.



            -           Payment of 28 million NIS. in installments over a period
                        of 10 years.



            -           Payment of 10 million NIS. by way of participation in
                        the Company's profits over a period of 10 years.



            -           Striking of 12 million NIS. of the Company's debts to
                        its secured creditors.



            The Company's unsecured creditors, whom the Company owes an amount
of 13 million NIS. shall receive:



            -           Payment of 25% of the Company's debt in cash, or,
                        alternatively, payment of 15% of the Company's debt in 
                        cash and payment of anadditional 25% of the Company's 
                        debt in installments over a period of 5 years.



            -           Payment of 10 million NIS. by way of participation in
                        the Company's profits, with no time limit.



            -           Striking of 35% -50% of the Company's debts to its
                        unsecured creditors.



            Creditors whose debt does not exceed 10,000 NIS. shall receive 70%
of the sums owed to them.



5.         In addition, a resolution by the Company's board of directors to
extend the time for the closing of the transaction between Kidron and the
Company until 15 May 2004 has come into effect.



            The parties undertook to completethe transaction between them
within 7 days of the time all of the conditions specified in article 1 supra are
fulfilled and no later than 15 May 2004 (provided the above conditions are met
by such date).




                                Yours Sincerely,



                                Gill Rimon, Adv.

                          R. Yohay & Co., Law Offices




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