SCITEX CORPORATION LTD.

NOTICE OF 2005 ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON DECEMBER 29, 2005

Tel Aviv, Israel
December 1, 2005

To the Shareholders of Scitex Corporation Ltd. (“we”, “Scitex” or the “Company”):

        NOTICE IS HEREBY GIVEN that the 2005 Annual General Meeting of Shareholders (the “Annual General Meeting” or the “meeting”) of Scitex will be held in the conference rooms of the IDB Group at 3 Azrieli Center, Triangular Tower, 41^st Floor, Tel Aviv, Israel, on Thursday, December 29, 2005 at 12:00 noon (Israel time).

        The agenda of the meeting will be as follows:

        Shareholders of record at the close of business on November 28, 2005 are entitled to notice of and to vote at the meeting. All shareholders are cordially invited to attend the Annual General Meeting in person.

        Shareholders who are unable to attend the meeting in person are requested to complete, date and sign the enclosed form of proxy and to return it promptly in the pre-addressed envelope provided, so as to be received not later than twenty-four (24) hours before the meeting. No postage is required if mailed in the United States. Shareholders who attend the meeting may revoke their proxies and vote their shares in person.

        Joint holders of shares should take note that, pursuant to Article 32(d) of our Articles of Association, 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 registered holder(s) of the share, and for this purpose seniority will be determined by the order in which the names stand in our register of shareholders.

SCITEX CORPORATION LTD.
3 Azrieli Center, Triangular Tower, 43^rd Floor
67023 Tel Aviv, Israel

PROXY STATEMENT

2005 ANNUAL GENERAL MEETING OF SHAREHOLDERS

INTRODUCTION

        This proxy statement is furnished to our shareholders in connection with the solicitation of proxies by our board of directors for use at the 2005 Annual General Meeting of Shareholders (the “Annual General Meeting” or the “meeting”), and at any adjournment thereof, pursuant to the accompanying Notice of 2005 Annual General Meeting of Shareholders. The meeting will be held on Thursday, December 29, 2005 at 12:00 noon (Israel time) in the conference rooms of the IDB Group at 3 Azrieli Center, Triangular Tower, 41^st Floor, Tel Aviv, Israel.

Purpose of the 2005 Annual General Meeting

        It is proposed that at the meeting resolutions be adopted: (1) to elect an Outside Director; (2) to elect eight other directors to our board of directors; (3) to approve an amendment to our Memorandum and Articles of Association changing the name of the Company; (4) to approve an amendment to Article 70 of our Articles of Association, relating to indemnification of directors and other office holders, as specified below; (5) subject to approval of Proposal 4, to approve revised terms of indemnification of our directors and other officer holders; (6) to approve a special bonus of $168,600 to our Chief Executive Officer; and (7) to approve the reappointment of Kesselman & Kesselman, a member of PricewaterhouseCoopers International Ltd., as our independent auditors and to authorize our board of directors to delegate to the audit committee the authority to fix the said independent auditors’ remuneration in accordance with the volume and nature of their services.

        In addition, the Auditors’ Report and our audited Consolidated Financial Statements for the year ended December 31, 2004 will be discussed at the meeting.

Voting and Proxies

        We have authorized and outstanding one class of equity securities, designated ordinary shares, with a nominal (par) value of NIS 0.12 per share. Only holders of record of our ordinary shares at the close of business on November 28, 2005 (or where such day is not a business day, the business day immediately prior thereto), are entitled to vote at the Annual General Meeting. A form of proxy for use at the meeting and a return envelope for the proxy are enclosed. Shareholders may revoke the authority granted by their execution of proxies at any time prior to the commencement of the meeting by filing with us a written notice of revocation or duly executed proxy bearing a later date, or by attending and voting in person at the meeting. Ordinary shares represented by any proxy in the enclosed form, if the proxy is properly executed and received by us at least twenty-four (24) hours prior to the meeting, will be voted as indicated in the form, or if no preference is noted, will be voted in favor of all the matters to be presented to the meeting, as described above.

        Proxies for use at the meeting are being solicited by our board of directors and are being mailed to shareholders on or about December 1, 2005. Proxies will be solicited chiefly by mail; however, certain of our officers, directors, employees and agents, none of whom will receive additional compensation therefor, may solicit proxies by telephone, email, facsimile or other personal contact. We will bear the cost of the solicitation of the proxies, including postage, printing and handling, and will reimburse the reasonable expenses of brokerage firms and others for forwarding material to the beneficial owners of our ordinary shares.

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        We had outstanding on November 28, 2005, 38,066,363*^* Does not include 5,401,025 ordinary shares which are deemed issued but considered treasury shares, of which (i) 4,952,050 ordinary shares were purchased by us in June 2004 in a self tender offer, and (ii) 448,975 ordinary shares were purchased on our behalf under an approved share repurchase program established in 1998. ordinary shares, each of which is entitled to one vote upon each of the matters to be presented at the meeting. The holders of 33 ⁽¹⁾/₃% of our outstanding ordinary shares, present in person or by proxy and entitled to vote, will constitute a quorum at the Annual General Meeting. On all matters considered at the meeting, abstentions and broker non-votes will be treated as neither a vote “for” nor “against” the matter, although they will be counted in determining if a quorum is present. If, within half an hour from the time fixed for the commencement of the meeting, a quorum is not present, the meeting shall stand adjourned to Thursday, January 3, 2006, at the same time and place.

OWNERSHIP OF SCITEX SHARES

        The following table sets forth certain information as of November 28, 2005 (unless otherwise indicated below) concerning (i) the persons or entities known to us to beneficially own more than 5% of our outstanding ordinary shares (including shareholders known to us to be affiliated with such persons or entities) and (ii) the number of our ordinary shares beneficially owned by our directors and members of our senior management as a group:

* Does not include 5,401,025 ordinary shares which are deemed issued but considered treasury shares, of which (i) 4,952,050 ordinary shares were purchased by us in June 2004 in a self tender offer, and (ii) 448,975 ordinary shares were purchased on our behalf under an approved share repurchase program established in 1998.

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        Clal and Discount are both controlled by IDB Development Corporation Ltd. (“IDBD”), which in turn is controlled by IDB Holding Corporation Ltd. (“IDBH”). IDBH, IDBD, Discount and Clal are all Israeli corporations and their respective shares are listed on The Tel Aviv Stock Exchange.

        Based upon reports received by us, as of November 28, 2005, IDBH is controlled by a group comprised of: (i) Ganden Investment I.D.B. Ltd. (“Ganden”), a private Israeli company controlled by Nochi Dankner (who is also the chairman of IDBH, IDBD, Clal and Discount) and his sister Shelly Bergman (who is also a director of IDBH, IDBD, Clal and Discount), which holds 31.02% of the equity of and voting power in IDBH; (ii) Manor Investments – IDB Ltd. (“Manor”), a private Israeli company controlled by Ruth Manor (whose husband, Isaac Manor, and their son, Dori Manor, are directors of IDBH, IDBD, Clal and Discount), which holds 10.34% of the equity of and voting power in IDBH; and (iii) Avraham Livnat Investments (2002) Ltd. (“Livnat”), a private Israeli company controlled by Avraham Livnat (one of whose sons, Zvi Livnat, is a director and executive vice president of IDBH, deputy chairman of IDBD, co-chief executive officer of Clal and a director of Discount, and another son, Shay Livnat, is one of our directors and a director of IDBD and Clal), which holds 10.34% of the equity of and voting power in IDBH. Ganden, Manor and Livnat, owning in the aggregate approximately 51.70% of the equity and voting power of IDBH, entered into a shareholders agreement relating, among other things, to their joint control of IDBH, the term of which is until May 19, 2023. In addition, there are the following holdings, as of November 28, 2005, which are not subject to the said shareholders agreement: (a) Ganden Holdings Ltd., the parent company of Ganden, holds 7.07% of the equity of and voting power in IDBH; (b) Ganden holds a further 6.59% of the equity of and voting power in IDBH; (c) Manor Holdings B.A. Ltd., the parent company of Manor, holds 0.03% of the equity of and voting power in IDBH; (d) Avraham Livnat Ltd., the parent company of Livnat, holds 0.04% of the equity of and voting power in IDBH; and (e) Mrs. Bergman owns, through a private company which is wholly owned by her, approximately 7.23% of the equity and voting power of IDBH and 0.14% of the equity and voting power of IDBD.

        Based on the foregoing, IDBH and IDBD (by reason of their control of Clal and Discount), Ganden, Manor and Livnat (by reason of their control of IDBH) and Nochi Dankner, Shelly Bergman, Ruth Manor and Avraham Livnat (by reason of their control of Ganden, Manor and Livnat, respectively) may be deemed to share with CEI and Discount the power to vote and dispose of Scitex shares beneficially owned by such companies (including Discount’s wholly owned subsidiary) amounting, in the aggregate, as of November 28, 2005, to 49.13% of such shares.

        1980 Voting Agreement

        On December 1, 1980, Clal (whose holdings of our shares are held by CEI), Discount and PEC Israel Economic Corporation (now a wholly owned subsidiary of Discount, but not currently holding any of our shares) entered into a Voting Agreement. Under this agreement, they agreed to vote their Scitex shares in concert with respect to the election of our directors and with respect to any ordinary resolution submitted to our shareholders. The agreement also grants rights of first refusal if one of the parties wishes to sell its Scitex shares to a third party. The agreement was for an initial term of ten years, subject to renewal for additional periods of ten years each unless and until prior notice is given by one party of its intention not to renew. The agreement was automatically renewed and is currently in effect until November 30, 2010.

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PROPOSALS FOR THE 2005 ANNUAL GENERAL MEETING

ITEM 1 – ELECTION OF AN OUTSIDE DIRECTOR

        Companies incorporated under the laws of Israel whose shares have been offered to the public are required by Israel’s Companies Law, 5759 – 1999 (the “Companies Law”) to appoint at least two “Outside Directors”. To qualify as an Outside Director, an individual may not have, and may not have had at any time during the previous two years, any “affiliations” with the company or its “affiliates,” as such terms are defined in the Companies Law. In addition, no individual may serve as an Outside Director if the individual’s position or other activities create or may create a conflict of interest with his or her role as an Outside Director. For a period of two years from termination from office, a former Outside Director may not serve as a director or employee of the company or provide professional services to the company for consideration.

        An Outside Director must be elected by the shareholders. The term of an Outside Director is three years and may be extended for an additional three years. Other directors are elected annually. All of the Outside Directors of a company must be members of its Audit Committee and each other committee of the board of directors empowered with powers of the board of directors is required to include at least one Outside Director.

        The term of office of Ms. Ariella Zochovitzky, who was elected as an Outside Director of Scitex on December 29, 2002, expires on December 28, 2005, and she has notified the Company that she does not wish to stand for a second term. Pursuant to the recommendation of the Nominating Committee of our Board of Directors, which was formed in March 2005 to assist the Board in identifying individuals qualified to become Board members, shareholders will be asked at the meeting to elect Mr. Yoav Biran as an Outside Director for a term of three years from the date of the meeting. The members of the Nominating Committee are Ami Erel, Avi Fischer and Gerald Dogon, all of whom are independent within the meaning of applicable Nasdaq rules. The Company has received a declaration from Mr. Biran confirming his qualifications under the Companies Law to be elected an Outside Director of the Company. Mr. Gerald Dogon was elected as the other Outside Director of Scitex on December 31, 2003 and continues to serve the Company as an Outside Director.

        A brief biography of the nominee is set forth below:

        Yoav Biran (66) was Director General of the Israel Ministry of Foreign Affairs from 2002 until 2004. Prior thereto, from 1998 to 2002, he served as Senior Deputy Director General of the Ministry of Foreign Affairs with special responsibility for the Middle East and the coordination of the peace process and, from 1999 to 2001, he also acted as a Deputy National Security Advisor (Foreign Policy) in the Israel Prime Minister’s Office. From 1988 to 1993, Mr. Biran was Israel’s Ambassador to the United Kingdom. He joined the Israel Ministry of Foreign Affairs in 1963 and served in a number of increasingly senior positions, both in Israel and abroad, until his appointment as Ambassador in 1988. He holds bachelors degrees in International Relations and History and studied for a masters degree in International Relations from the Hebrew University of Jerusalem, Israel.

        As at November 28, 2005, Mr. Biran did not beneficially own any Scitex shares. Our board of directors has determined that Mr. Biran is independent within the meaning of applicable Nasdaq rules. If elected, Mr. Biran will receive compensation for his service as a director as described in Item 2 below under “Remuneration of Directors and Senior Management.”

        Proposal 1

        It is proposed that at the meeting the following resolution be adopted:

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        Approval of the above resolution will require the affirmative vote of a majority of the ordinary shares present at the meeting, in person or by proxy, and voting on the resolution, provided that (i) the shares voting in favor of such resolution include at least one-third of the shares voted by shareholders who are not controlling shareholders as defined in the Companies Law (“Controlling Shareholders”), or (ii) the total number of shares voted against the resolution by shareholders who are not Controlling Shareholders does not exceed one percent of our outstanding shares. For purposes of this resolution, the shares held by Clal and Discount (including their subsidiaries) are, and the shares held by Clal Batucha may be, deemed to be held by Controlling Shareholders.

        The board of directors recommends a vote FOR approval of this proposed resolution.

ITEM 2 – ELECTION OF EIGHT DIRECTORS

        We currently have a board of ten directors, including two Outside Directors (see Item 1 above). Those directors who are not Outside Directors are elected annually.

        Pursuant to the recommendations of the Nominating Committee, we are presenting eight nominees for election as directors at the Annual General Meeting, all such nominees being current members of our board of directors. Each elected nominee will hold office until the next annual general meeting, unless his or her office is vacated earlier pursuant to the provisions of our Articles of Association or applicable law.

        Following the election of the directors nominated at the Annual General Meeting, our board will continue to comprise a total of ten directors. The maximum number of our directors as last fixed by a decision of our shareholders is eleven. It is therefore intended that one vacancy will exist on our board of directors immediately following the Annual General Meeting. Under our Articles of Association, our board of directors will be entitled to fill, until the next election of directors, the vacancy existing on the board following the meeting and any other vacancies that should subsequently occur (other than in respect of Outside Directors).

        We are not aware of any reason why any of the nominees, if elected, would be unable or unwilling to serve as a director. We do not have any understanding or agreement with respect to the future election of any of the nominees named.

        The nominees, their present principal occupation or employment and the year in which each first became a director are set forth below. As of November 28, 2005, none of the nominees beneficially owned any Scitex shares.

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        Ami Erel was appointed Chairman of our board of directors in June 2003. He has served as President and Chief Executive Officer of Discount since June 2001. From November 1999 to December 2001, he served as the Chairman and Chief Executive Officer of Elron Electronic Industries Ltd. (“Elron”). From 1997 to 1999, Mr. Erel served as President and Chief Executive Officer of “Bezeq” The Israel Telecommunications Corp. Ltd. and from 1997 to 1998, he was Chairman of the Board of Directors of PelePhone Communications Ltd. He continues to serve as Chairman of Elron and currently serves as chairman or a director of several companies in the Discount group, including, Property and Building Corporation Ltd. and Super-Sol Ltd. He holds a bachelors degree in electronic engineering from the Technion – Israel Institute of Technology, Haifa, Israel (the “Technion”).

        Raanan Cohen was appointed as Interim President and Chief Executive Officer of Scitex in January 2004. He has also served as Vice President of Discount since August 2001, having previously served as Executive Assistant to the Chief Executive Officer of Discount from 1999. Prior to joining Discount, he was an associate with McKinsey & Company, Inc. in London from 1997. Mr. Cohen is a lawyer, admitted to the Israel Bar, and from 1994 to 1995 he served as an attorney with S. Horowitz & Co., an Israeli law firm. He is a director of a number of companies in the Discount group, including Cellcom Israel Ltd. and Property & Building Corporation Ltd. Mr. Cohen holds bachelors degrees in law and in economics from Tel Aviv University and a masters degree in management from J.L. Kellogg Graduate School of Management, Northwestern University, Evanston, Illinois.

        Shimon Alon is the Chairman of the Board of Directors of Attunity Ltd. He served, until June 2003, as Chief Executive Officer of Precise Software Solutions Ltd. (“Precise”), a provider of application performance management, having held such position since September 1997, and was also President of Precise from September 1997 until December 2000. He also served as a director of Precise from December 1998. Following the acquisition of Precise by Veritas Software Corp. in June 2003, Mr. Alon served as an executive advisor to Veritas until January 2004. From October 1982 to August 1996, he worked at Scitex and its subsidiaries in various executive management, sales, marketing and customer support capacities, including Senior Executive Vice President of Scitex and President of its Graphic Art Group from November 1995 to August 1996, President and Chief Executive Officer of Scitex America Corp. from May 1995 to July 1996, and Managing Director of Scitex Europe S.A. from February 1993 to May 1995. He holds a degree from the Executive Management Program at the Harvard Business School in Cambridge, Massachusetts.

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        Avraham Asheri is an economics advisor. He served as President and Chief Executive Officer of Israel Discount Bank Ltd. from 1991 until 1998, having previously held the position of Executive Vice President and a Member of the Bank’s Management Committee from 1983. Prior to joining Israel Discount Bank, during a period of 23 years, Mr. Asheri held various offices at the Ministries of Industry and Finance, including Director General of the Ministry of Industry and Trade, Managing Director of the Investment Center in Israel and Trade Commissioner of Israel to the United States. He is a member of the boards of directors of several companies, including Elron, Kardan Real Estate Ltd., Elbit Systems Ltd., Africa-Israel Investment Ltd. and Discount Mortgage Bank Ltd. Mr. Asheri holds a bachelors degree in economics and political science from the Hebrew University of Jerusalem, Israel.

        Ophira Rosolio-Aharonson is an executive director at several private and publicly traded high tech companies, a strategic business consultant, and a partner and advisor to several venture capital firms in Israel and in the United States. She was a co-founder of Seagull Technology, Inc. and served as CEO of Terra Computers, Inc. in the United States from 1992 to 1999. Prior to that, Ms. Rosolio-Aharonson served as a senior executive, holding various managerial positions at Clal Computers & Technology Ltd. She is the Co-founder and Chairperson of KeyScan Inc. and a member of the board of directors of Medilator Ltd. and OptiSign Ltd. Ms. Rosolio-Aharonson holds a bachelors degree in applied mathematics and physics and completed courses required for a masters degree in bio-medical engineering from the Technion and is a graduate of the executive business and management program of Tel Aviv University.

        Nachum “Homi” Shamir is the President of Transaction and Industrial Solutions, Eastman Kodak, which encompasses various business units, including Kodak Versamark (whose operations were previously those of Scitex Digital Printing, Inc.), for which he also serves as the President and Chief Executive Officer. He has also served as a Corporate Vice President of Eastman Kodak Company since January 2004. From June 2003 to January 2004, Mr. Shamir served as the President and Chief Executive Officer of Scitex. From January 2001 to January 2004, he served as the President and Chief Executive Officer of Scitex Digital Printing, Inc., having previously served as its Chief Operating Officer since July 2000. Prior thereto, Mr. Shamir was Managing Director and General Manager of Scitex Digital Printing (Asia Pacific) Pte Ltd., from the incorporation of this Singapore-based company in 1994. His prior position was with the Hong Kong based Scitex Asia Pacific (H.K.) Ltd. from 1993. Mr. Shamir holds a bachelors degree in science from the Hebrew University of Jerusalem and a masters degree in public administration from Harvard University.

        The shares of Scitex do not have cumulative voting rights for the election of directors, which means that (subject to certain special requirements regarding voting for the election of an Outside Director – see Item 1 above) the holders of shares conferring more than 50% of the voting power represented in person or by proxy and voting for the election of directors at a general meeting of shareholders have the power to elect all the directors, to the exclusion of the remaining shareholders.

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        Pursuant to the 1980 Voting Agreement (see above under “Ownership of Scitex Shares”), shareholders beneficially holding an aggregate of approximately 49.13% of Scitex’s outstanding shares carrying voting rights, namely, Discount and Clal, have agreed to vote their shares for election of the above nominees for director.

        Proposal 2

        It is proposed that at the meeting the following resolution be adopted (with respect to each nominee):

        Shareholders may vote for or against, or may abstain from voting, in connection with the election of each of the said nominees. The affirmative vote of a majority of the ordinary shares present at the meeting, in person or by proxy, and voting thereon, is required to elect each of the said nominees as a director.

        The board of directors recommends a vote FOR the election of all the said nominees.

Committees of the Board of Directors

        Our Articles of Association provide that our board of directors may delegate power to one or more committees of the board, subject to the limitations and restrictions that the board may from time to time prescribe, which power of delegation is also limited by the Companies Law, which stipulates that certain powers cannot be delegated by the board of directors. Under the Companies Law, our board of directors is required to appoint an audit committee, which must be comprised of at least three directors, including all of the Outside Directors, and may not include the Chairman of the board, a Controlling Shareholder or any relative thereof, or a director who is employed by us or who provides services to us on a regular basis. As our shares are quoted for trading on Nasdaq, we are also subject to Nasdaq and SEC rules. Nasdaq rules require that all members of our audit committee must be financially literate and at least one of whom must have accounting or related financial management expertise. Furthermore, with effect from July 31, 2005, all members of the audit committee are generally required to be independent, as defined within the meaning of the Nasdaq and SEC rules. We have also adopted an audit committee charter as required under Nasdaq rules.

        In addition to the appointment of an audit committee, the board has appointed a remuneration committee, a financial investments committee and a nominating committee. Under the Companies Law, any committee of the board empowered with powers of the board of directors is required to include at least one Outside Director.

Alternate Directors

        Our Articles of Association also provide that a director may appoint another person to serve as an alternate director. Under the Companies Law, an Outside Director may not appoint an alternate director except in very limited circumstances. To qualify as an alternate director, a person must be qualified to serve as a director but cannot be a director or the alternate director of another director. An alternate director shall have all the rights and obligations of the director who appointed him or her. An alternate director may not act for such director at any meeting at which the director who appointed him or her is present. Unless the time or scope of the appointment is limited by the appointing director, the appointment is effective for all purposes until the appointing director ceases to be a director or terminates the appointment. Notwithstanding the foregoing, a director may serve as an alternate director on any committee of our board of directors of which he or she is not already a member. At present, there are no appointments of alternate directors.

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Office Holders

        The Companies Law requires disclosure by an “office holder” to the company in the event that an office holder has a direct or indirect personal interest in transactions to which the company intends to be a party, and codifies the duty of care and fiduciary duty which an office holder owes to the Company. An office holder is defined in the Companies Law as a director, managing director, chief business manager, executive vice president, vice president, other manager directly subordinate to the managing director and any other person assuming the responsibilities of any of the foregoing positions without regard to such person’s title. The Companies Law requires that certain transactions, actions and arrangements in which an office holder has a personal interest be approved by the audit committee of the company’s board of directors and by the board of directors itself. In certain circumstances shareholder approval is also required. Subject to a certain exception set forth in the Companies Law, a director who has a personal interest in a matter that is considered for approval at a meeting of the board of directors or the audit committee may not be present nor vote on any such matter.

Remuneration of Directors and Senior Management

        The following table sets forth with respect to all our directors and members of our senior management as a group, including all persons who were at any time during the period indicated directors or members of our senior management, all cash and cash equivalent forms of remuneration paid by Scitex during the fiscal year ended December 31, 2004:

        In accordance with the approval of our shareholders on December 27, 2000, our Outside Directors receive annual directors’ fees and participation fees equivalent to the maximum fees that were generally permitted for each Outside Director under regulations issued pursuant to the Companies Law (which equate to approximately $10,200 per annum and a participation fee of approximately $400 per board or committee meeting), although new regulations were approved in 2003, which would, in certain circumstances, permit us to pay higher fees. Directors’ fees and participation fees of a similar amount are paid to all our other directors, other than directors who are office holders of our principal shareholders. Except as aforesaid, we did not compensate any of our other directors in 2004 (excluding compensation for directors who were also our officers).

Stock Options

        The following table sets forth, as to all our directors and members of our senior management as a group, including all persons who were at any time during the period indicated directors or members of our senior management, certain information (expressed in terms of ordinary shares of NIS 0.12 nominal value) concerning (i) options granted by Scitex between January 1, 2004 and December 31, 2004; (ii) options exercised between such dates; and (iii) unexercised options at December 31, 2004.

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ITEM 3 – CHANGE OF CORPORATE NAME

        Proposal 3

        It is proposed that at the meeting the following resolution be adopted:

        Approval of the above resolution to change our corporate name will require the affirmative vote of not less than 75% of the ordinary shares present at the meeting, in person or by proxy, and voting on the resolution. As part of the terms of the transaction, Discount and Clal, holding an aggregate of approximately 49.13% of Scitex’s outstanding shares carrying voting rights, have agreed to vote their shares in favor of the above resolution.

        The Board of Directors recommends a vote FOR approval of this proposed resolution.

ITEM 4 – AMENDMENT TO ARTICLE 70 OF THE COMPANY’
SARTICLES OF ASSOCIATION

        In March 2005, the Companies Law was amended. Among the provisions affected were those relating to indemnification of directors and other office holders. Prior to the March 2005 amendments, the Companies Law authorized a company, subject to certain limitations, to indemnify an officer or director of the Company by reason of acts or omissions committed in his or her capacity as an officer or director of the Company for:

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        The March 2005 amendment added an additional category of indemnifiable expenses: reasonable litigation expenses, including attorney’s fees, expended by the officer or director as a result of an investigation or proceeding instituted against him by a competent authority, provided that such investigation or proceeding concluded without the filing of an indictment against him and either (A) concluded without the imposition of any financial liability in lieu of criminal proceedings or (B) concluded with the imposition of a financial liability in lieu of criminal proceedings but relates to a criminal offense that does not require proof of criminal intent.

        A company may indemnify an officer or director after the fact, to the extent it is approved by the audit committee, board of directors and shareholders. With respect to undertakings to indemnify in the future, the Companies Law prior to the March 2005 amendment required that the undertaking be limited to types of occurrences which, in the opinion of the company’s board of directors, can be foreseen and to an amount the board of directors has determined is reasonable under the circumstances. The March 2005 amendment modifies this condition. It limits indemnification to occurrences deemed foreseeable by the board of directors in light of the actual activities of the company at the time the undertaking to indemnify is entered into. In addition, in lieu of limiting the indemnification to a maximum amount, the limit can be based on specified criteria. Finally, the undertaking must set forth the events deemed foreseeable by the board of directors and the maximum amount or criteria that the board of directors has determined to be reasonable under the circumstances. The March 2005 amendment applies these conditions only to financial obligations imposed by a court judgment, settlement or court-approved arbitration award but not to expenses incurred.

        In light of these amendments, our board of directors has approved, subject to the approval of our shareholders, an amendment to Article 70(c) of our Articles of Association in order to more accurately reflect the current provisions of the Companies Law and which will permit us to continue to indemnify our directors and office holders to the fullest extent permitted by law.

        The full text of Article 70 of our Article of Association, marked to show the extent of the proposed amendment, is set forth in Appendix A to this Proxy Statement.

        Proposal 4

        It is proposed that at the meeting the following resolution will be adopted:

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        For the purpose of the vote on this resolution, each shareholder is asked to indicate on the enclosed proxy card whether or not he or she has a personal interest in this matter. Under the Companies Law, a “personal interest” of a shareholder (i) includes a personal interest of any member of the shareholder’s immediate family (or spouses thereof) or a personal interest of an entity in which the shareholder (or such family member thereof) serves as a director or the chief executive officer, or owns at least 5% of its issued share capital or its voting rights or has the right to appoint a director or the chief executive officer and (ii) excludes an interest arising in itself from the ownership of shares in the Company. Clal, Discount (and their subsidiaries) and Clal Batucha may be deemed to have a personal interest in this resolution.

        The Board of Directors recommends a vote FOR approval of this proposed resolution.

ITEM 5 –REVISED TERMS OF INDEMNIFICATION OF DIRECTORS AND
OTHER OFFICE HOLDERS

        At the Annual General Meeting of Shareholders held on April 25, 2004, our shareholders ratified and approved terms of indemnification for our directors and other office holders. In light of the amendments to the Companies Law referred to in Item 4 above, our audit committee and board of directors have approved revised terms of indemnification for our directors and other office holders as described below, subject to the approval by the shareholders of the amendment to our Articles of Association proposed in Item 4. Our Audit Committee and Board of Directors believe that providing indemnification to directors is an important factor in attracting and retaining highly-qualified individuals to serve on the Company’s Board of Directors and in motivating such individuals to devote their maximum efforts toward the advancement of the Company.

        The terms of indemnification are contained in an Indemnification Letter provided by us to each director or other office holder and acknowledged by him or her. Appendix B to this Proxy Statement sets forth the substantial form of the proposed revised Indemnification Letter, marked to show the extent of the proposed amendments. In particular, the revisions to the Indemnification Letter will allow us to provide indemnification in connection with certain regulatory investigations and proceedings.

        Under the Companies Law, the indemnification of directors requires the approval of our audit committee, followed by our board of directors and then by our shareholders.

        If the amendment to our Articles of Association proposed in Item 4 above or the proposed amendments to the Indemnification Letter are not approved, the existing Indemnification Letters (which have been previously approved by shareholders) will continue to be in effect.

        Proposal 5

        It is proposed that at the meeting the following resolution will be adopted (subject to prior adoption of the resolution to amend our Articles of Association proposed in Item 4 above):

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        The Board of Directors recommends a vote FOR approval of this proposed resolution.

ITEM 6 – SPECIAL BONUS TO OUR CHIEF EXECUTIVE OFFICER

        We currently own approximately 77.1% of Scitex Vision Ltd.‘s outstanding share capital and each of Discount and Clal, our principal shareholders, own approximately 7.2%. In connection with the sale of the business of Scitex Vision to Hewlett-Packard (see Item 3) for approximately $230 million in cash, our Audit Committee and Board of Directors have approved the grant of a special cash bonus in the amount of $168,600 to Mr. Raanan Cohen, our Chief Executive Officer and a member of our Board. In addition to the bonus to be paid by Scitex, each of Discount and Clal will pay Mr. Cohen a bonus in an amount of $15,700. These amounts reflect the respective proportional holdings of Scitex, Clal and Discount in Scitex Vision. The overall bonus amount to be paid to Mr. Cohen is $200,000. Our Board of Directors believes that the payment of the bonus to Mr. Cohen is appropriate in light of his contribution and involvement in the successful sale of Scitex Vision.

        Pursuant to the Companies Law, the terms of compensation for directors of a public company, such as Scitex, require approval of the audit committee, board of directors and shareholders, in that order. Since Mr. Cohen is a director of Scitex, at the Annual General Meeting, the shareholders will be asked to approve the said bonus.

        Proposal 6

        It is proposed that at the meeting the following resolution be adopted:

        Approval of the above resolution will require the affirmative vote of a majority of ordinary shares present at the meeting, in person or by proxy, and voting on the resolution.

        The board of directors recommends a vote FOR approval of this proposed resolution.

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ITEM 7 – RE-APPOINTMENT OF INDEPENDENT AUDITORS AND FIXING THEIR REMUNERATION

        Kesselman & Kesselman (a member of PricewaterhouseCoopers International Limited), Certified Public Accountants (Israel), serve as independent auditors of Scitex. Kesselman &Kesselman, and other accountants affiliated with PricewaterhouseCoopers, also serve as auditors of our subsidiaries. They have no relationship with us or with any of our affiliates except as auditors and, to a limited extent, as tax consultants and some other non-audit related services. Our audit committee and board of directors approved the re-appointment and believe that the independence of Kesselman & Kesselman is not affected by such limited non-audit function.

        At the Annual General Meeting, the shareholders will be asked to approve the re-appointment of Kesselman & Kesselman as our independent auditors and to authorize our board of directors to delegate to our audit committee the authority to fix their compensation. With respect to the year 2004, we paid PricewaterhouseCoopers International Limited (including Kesselman & Kesselman) approximately $390,000 for auditing services and $180,000 for tax related services.

        A representative from Kesselman & Kesselman is expected to be present at the meeting and available to respond to appropriate questions from shareholders.

        Proposal 7

        It is proposed that at the meeting the following resolution be adopted:

        Approval of the above resolution will require the affirmative vote of a majority of ordinary shares present at the meeting, in person or by proxy, and voting on the resolution.

        The board of directors recommends a vote FOR approval of this proposed resolution.

ITEM 8 – DISCUSSION OF AUDITORS’ REPORT AND FINANCIAL STATEMENTS

        At the Annual General Meeting, the Auditors’ Report and our audited Consolidated Financial Statements for the fiscal year ended December 31, 2004, will be presented for discussion, as required by the Companies Law. The said Auditors’ Report and Consolidated Financial Statements, as well as our annual report on Form 20-F (filed with the Securities and Exchange Commission on June 30, 2005, as amended on September 20, 2005), may be viewed on our website – www.scitex.com or through the EDGAR website of the Securities and Exchange Commission at www.sec.gov. None of the Auditors’ Report, the Consolidated Financial Statements, the Form 20-F and the contents of our website form part of the proxy solicitation material.

        A representative from Kesselman & Kesselman is expected to be present at the meeting and available to respond to appropriate questions from shareholders.

        This item will not involve a vote of the shareholders.

        Dated: December 1, 2005

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APPENDIX A

TEXT OF ARTICLE 70 OF THE COMPANY’S ARTICLES OF ASSOCIATION
(Changes shown: proposed new text is underlined, text proposed to be deleted is struck-through)

    (a)        For purposes of these Articles, the term “Office Holder” shall mean every Director and every officer of the Company, including, without limitation, each of the persons defined as “Nosei Misra” in the Companies Law.

    (b)        Subject to the provisions of the Companies Law, the Company may prospectively exculpate an Office Holder from all or some of the Office Holder’s responsibility for damage resulting from the Office Holder’s breach of the Office Holder’s duty of care to the Company.

        The Company may (aa) undertake in advance to indemnify an Office Holder as aforesaid, provided that, in respect of Article 70(c)(i), the undertaking is limited to categories of events which in the opinion of the Board of Directors can be foreseen are foreseeable in light of the Company’s actual operations when the undertaking to indemnify is given, and to an amount or criteria set by the Board of Directors as reasonable under the circumstances, and further provided that such events and amount or criteria are set forth in the undertaking to indemnify and (bb) indemnify an Office Holder as aforesaid following a determination to this effect made by the Company after the occurrence of the event in respect of which such Office Holder will be indemnified.

     (d)        Subject to the provisions of the Companies Law, the Company may enter into a contract for the insurance of all or part of the liability of any Office Holder imposed on the Office Holder by reason of an act performed in his or her capacity as an Office Holder, in respect of each of the following:

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    (e)        The provisions of Article 70 above are not intended, and shall not be interpreted, to restrict the Company in any manner in respect of the procurement of insurance and/or in respect of indemnification for and/or exculpating from liability (i) in connection with any person who is not an Office Holder, including, without limitation, any employee, agent, consultant or contractor of the Company who is not an Office Holder, and/or (ii) in connection with any Office Holder to the extent that such insurance and/or indemnification is not specifically prohibited under law; provided that the procurement of any such insurance and/or the provision of any such indemnification for and/or such exculpating from liability shall be approved by the Audit Committee of the Company.

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APPENDIX B

INDEMNIFICATION LETTER
(Changes shown: proposed new text is underlined, text proposed to be deleted is struck-through)

Text of Indemnification Letter from the Company to its Directors
and other Office Holders to be acknowledged by the recipient

WHEREAS, it is in the best interest of Scitex Corporation Ltd. (the “Company”) to retain and attract as directors, officers and/or employees the most capable persons available, and such persons are becoming increasingly reluctant to serve publicly-held companies unless they are provided with adequate protection through insurance and indemnification in connection with such service; and

WHEREAS, you have been appointed a director, officer and/or employee of the Company, and in order to enhance your service to the Company in an effective manner, the Company desires to provide hereunder for your indemnification to the fullest extent permitted by law;

NOW, THEREFORE, in consideration of your continuing to serve the Company, the parties agree as follows:

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Kindly sign and return the enclosed copy of this letter to acknowledge your agreement to the contents hereof.

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SCITEX CORPORATION LTD.

PROXY FOR THE 2005 ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON DECEMBER 29, 2005
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

        The undersigned hereby constitutes and appoints AMI EREL, RAANAN COHEN and YAHEL SHACHAR and each of them, the true and lawful attorneys, agents and proxies of the undersigned, with full power of substitution to each of them, to represent and to vote, on behalf of the undersigned, all the Ordinary Shares of Scitex Corporation Ltd. (the “Company”), held of record in the name of the undersigned at the close of business on November 28, 2005, at the 2005 Annual General Meeting of Shareholders (the “Annual Meeting”) to be held at the conference rooms of the IDB Group at Azrieli Center, Triangular Tower, 41^st Floor, Tel Aviv, Israel, on December 29, 2005 at 12:00 noon (Israel time), and at any and all adjournments thereof on the following matters, which are more fully described in the Notice of 2005 Annual General Meeting of Shareholders and Proxy Statement relating to the Annual Meeting.

The undersigned acknowledges receipt of the Notice of 2005 Annual General Meeting of Shareholders and Proxy Statement of the Company relating to the Annual Meeting.

This Proxy, when properly executed, will be voted in the manner directed herein by the undersigned. If no direction is made, the Proxy will be voted FOR each proposal (including to indicate that the shareholder DOES NOT have a personal interest in proposals 4. or 5.). Any and all proxies heretofore given by the undersigned are hereby revoked.

(Continued and to be signed on the reverse side)

2005 ANNUAL GENERAL MEETING OF SHAREHOLDERS OF

SCITEX CORPORATION LTD.

December 29, 2005

Please date, sign and mail
your proxy card in the
envelope provided as soon
as possible.

iPlease detach along perforated line and mail in envelope.i