NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

        Notice is hereby given that an Annual General Meeting of Shareholders (the “Meeting”) of Optibase Ltd. (the “Company”) will be held at 10 a.m. Israel time, on Thursday, October 8, 2009, at the Company’s offices at 7 Shenkar St., 2 Gav Yam Center, Herzliya, Israel for the following purposes:

    1.        To re-elect to the Company’s board of directors (the “Board of Directors”) three directors currently in office;

    2.        To re-appoint Kost, Forer, Gabbay & Kasierer, a member of Ernst & Young Global, as the Company’s independent auditors for the fiscal year ended December 31, 2009 and to authorize the Board of Directors, upon the recommendation of the Company’s audit committee, to determine the auditors’ remuneration to be fixed in accordance with the volume and nature of their services to the Company for such fiscal year;

    3.        To approve the Company’s future purchase of an insurance policy concerning insurance of directors’ and officers’ liability, including as directors and officers of the Company’s subsidiaries for the period of April 1, 2010 until March 31, 2011;

    4.        To approve compensation to Mr. Alex Hilman, in his capacity as the Executive Chairman of the Board of Directors;

    5.        To approve the filing of a registration statement in order to register for resale under the Securities Act of 1933, as amended all of the ordinary shares of the Company held by Mr. Shlomo (Tom) Wyler, the Company’s President and Chief Executive Officer, who is also considered the Company’s controlling shareholder; and

    6.        To approve the execution and performance by Mr. Shlomo (Tom) Wyler, the Company’s President, and Chief Executive Officer, who is also considered the Company’s controlling shareholder, of certain guarantees and indemnities (if and to the extent required), and the execution and performance of Mr. Wyler and the Company of a certain Reimbursement and Indemnification Agreement, all in connection with the Company’s acquisition of a beneficial interest in the property located at 485 Lexington Avenue, New York, NY.

        In addition, the shareholders will be requested to consider at the Meeting the Board of Directors’ report and the financial statements of the Company for the fiscal year ended December 31, 2008. These documents can be found on the Company’s website at: www.optibase.com.

        Finally, the shareholders may consider and act upon such other business as may properly come before the Meeting and any adjournment thereof.

        Only shareholders of record at the close of business on September 8, 2009 are entitled to notice of, and to vote at, the Meeting and any adjournment thereof. All shareholders are cordially invited to attend the 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 return it promptly in the pre-addressed envelope provided.

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

        Notice is hereby given that an Annual General Meeting of Shareholders (the “Meeting”) of Optibase Ltd. (the “Company”) will be held at 4 p.m. Israel time, on Wednesday, December 31, 2008, at the Company’s offices at 7 Shenkar St., 2 Gav Yam Center, Herzliya, Israel for the following purposes:

    1.        To re-elect to the Company’s board of directors (the “Board of Directors”) three directors currently in office;

    2.        To re-appoint Kost, Forer, Gabbay & Kasierer, a member of Ernst & Young Global, as the Company’s independent auditors for the fiscal year ended December 31, 2008 and to authorize the Board of Directors, upon the recommendation of the Company’s audit committee, to determine the auditors’ remuneration to be fixed in accordance with the volume and nature of their services to the Company for such fiscal year;

    3.        To approve the Company’s purchase of its existing insurance policy concerning insurance of directors’ and officers’ liability, including as directors and officers of the Company’s subsidiaries and the Company’s future purchase of an insurance policy concerning insurance of directors’ and officers’ liability, including as directors and officers of the Company’s subsidiaries for the next year until March 31, 2010; and

    4.        To approve certain amendments to the Company’s Articles of Association. A copy of the proposed revisions, marked to show changes, is attached hereto as Annex A.

        In addition, the shareholders will be requested to consider at the Meeting the Board of Directors’ report and the financial statements of the Company for the fiscal year ended December 31, 2007. These documents can be found on the Company’s website at: www.optibase.com.

        Finally, the shareholders may consider and act upon such other business as may properly come before the Meeting and any adjournment thereof.

        Only shareholders of record at the close of business on December 4, 2008 are entitled to notice of, and to vote at, the Meeting and any adjournment thereof. All shareholders are cordially invited to attend the 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 return it promptly in the pre-addressed envelope provided.

        Your proxy may be revoked at any time before it is voted by you returning a later-dated proxy card or by voting your shares in person at the Meeting. Shareholders who hold their shares in “street name”, meaning in the name of a bank, broker or other record holder, must either direct the record holder of their shares on how to vote their Shares or obtain a legal proxy from the record holder to vote the shares at the Meeting on behalf of the record holder as well as a statement from such record holder that it did not vote such shares. You should follow the directions provided by your broker or nominee regarding how to instruct them to vote your shares.

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

        Notice is hereby given that an Annual General Meeting of Shareholders (the “Meeting”) of Optibase Ltd. (the “Company”) will be held at 4 p.m. Israel time, on Thursday, December 20, 2007, at the Company’s offices at 7 Shenkar St., 2 Gav Yam Center, Herzliya, Israel for the following purposes:

    1.        To re-elect to the Company’s board of directors (the “Board of Directors”) three directors currently in office;

    2.        To re-appoint Kost, Forer, Gabbay & Kasierer, a member of Ernst & Young Global, as the Company’s independent auditors for the fiscal year ended December 31, 2007 and to authorize the Board of Directors, upon the recommendation of the Company’s audit committee, to determine the auditors’ remuneration to be fixed in accordance with the volume and nature of their services to the Company for such fiscal year;

    3.        To approve the Company’s purchase of an insurance policy concerning insurance of directors’ and officers’ liability, including as directors and officers of the Company’s subsidiaries;

    4.        To elect Ms. Orli Garti-Seroussi as an external director of the Company for a three-year term commencing on January 31, 2008;

    5.        To elect Mr. Itzhak Wulkan as an external director of the Company for a three-year term commencing on December 20, 2007;

    6.        To approve an employment agreement between the Company and Mr. Tom Wyler, the Chief Executive Officer and Executive Chairman of the Board of Directors, who is also considered the controlling shareholder of the Company.

    7.        To approve a grant by the Company of 12,000 restricted shares of the Company, in three equal annual consecutive grants, to Mr. Alex Hilman and Ms. Dana Tamir-Tavor, who currently serve as directors of the Company and Mr. Itzhak Wulkan and Ms. Orli Garti-Seroussi, the proposed nominees to serve as external directors of the Company (see Proposals No. 4 and 5 above), in accordance with the Company’s 2006 Israeli Incentive Compensation Plan; and

    8.        To approve a grant by the Company of 12,000 restricted shares of the Company, in three equal annual consecutive grants, to Mr. Tom Wyler, the Chief Executive Officer and Executive Chairman of the Board of Directors, who is also considered the controlling shareholder of the Company, in accordance with the Company’s 2006 Israeli Incentive Compensation Plan.

        In addition, the shareholders will be requested to consider at the Meeting the Board of Directors’ Report and the financial statements of the Company for the fiscal year ended December 31, 2006. These documents can be found on the Company’s website at: www.optibase.com.

        Finally, the shareholders may consider and act upon such other business as may properly come before the Meeting and any adjournment thereof.

        Only shareholders of record at the close of business on November 15, 2007 are entitled to notice of, and to vote at, the Meeting and any adjournment thereof. All shareholders are cordially invited to attend the 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 return it promptly in the pre-addressed envelope provided.

        Your proxy may be revoked at any time before it is voted by you returning a later-dated proxy card or by voting your shares in person at the Meeting. Shareholders who hold their Shares in “street name”, meaning in the name of a bank, broker or other record holder, must either direct the record holder of their Shares on how to vote their Shares or obtain a legal proxy from the record holder to vote the shares at the Meeting on behalf of the record holder as well as a statement from such record holder that it did not vote such shares. You should follow the directions provided by your broker or nominee regarding how to instruct them to vote your shares.

        Joint holders of shares should note that, pursuant to the articles of association of the Company, the vote of the senior of joint holders of any share who votes such share, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other registered holder(s) of such share, and for this purpose seniority will be determined by the order in which the names of the joint holders appear in the Company’s Register of Shareholders. The appointment of a proxy to vote shares held by joint holders shall be executed by the signature of the senior of the joint holders on the proxy card.

Herzliya, Israel
November 7, 2007

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

        Notice is hereby given that an Annual General Meeting of Shareholders (the “Meeting”) of Optibase Ltd. (the “Company”) will be held at 4 p.m. Israel time, on Wednesday, November 8, 2006, at the Company’s offices at 7 Shenkar St., 2 Gav Yam Center, Herzliya, Israel for the following purposes:

    1.        To re-elect to the Company’s board of directors (the “Board of Directors”) three directors currently in office;

    2.        To re-appoint Kost, Forer, Gabbay & Kasierer, a member of Ernst & Young Global, as the Company’s independent auditors for the fiscal year ended December 31, 2006 and to authorize the Board of Directors, upon the recommendation of the Company’s audit committee, to determine the auditors’ remuneration to be fixed in accordance with the volume and nature of their services to the Company for such fiscal year;

    3.        To approve the Company’s purchase of an insurance policy concerning insurance of directors’ and officers’ liability, including as directors and officers of the Company’s subsidiaries;

    4.        To approve the appointment of Mr. Tom Wyler, the President, Interim Chief Executive Officer and Executive Chairman of the Board of Directors, who is also considered the controlling shareholder of the Company, as the Company’s Chief Executive Officer for a period not to exceed 3 years, according to section 121 of the Israeli Companies Law, 1999;

    5.        To approve an issuance of 40,000 ordinary shares, NIS 0.13 nominal value each, of the Company to Mr. Tom Wyler, the President, Interim Chief Executive Officer and Executive Chairman of the Board of Directors, who is also considered the controlling shareholder of the Company, effective on the date of the Meeting, under the 2006 Israeli Incentive Compensation Plan;

    6.        To approve a grant, effective as of the date of the Meeting, of 15,000 options exercisable into 15,000 ordinary shares, NIS 0.13 nominal value each, of the Company to each of the Company’s directors (other than Mr. Tom Wyler, the President, Interim Chief Executive Officer and Executive Chairman of the Board of Directors) under the 1999 Israeli Share Option Plan, as amended;

    7.        To approve the reimbursement of expenses in an approximated aggregate amount of $37,000 incurred in 2005 by Mr. Tom Wyler, the President, Interim Chief Executive Officer and Executive Chairman of the Board of Directors, who is also considered the controlling shareholder of the Company, on account of performing his duties in the Company;

    8.        To approve the reimbursement of expenses incurred by Mr. Tom Wyler, the President, Interim Chief Executive Officer and Executive Chairman of the Board of Directors, who is also considered the controlling shareholder of the Company, in an aggregate annual amount not to exceed $50,000, beginning in 2006, on account of performing his duties in the Company; and

    9.        To approve an increase of the authorized share capital of the Company by NIS 1,399,996 divided into 10,769,200 ordinary shares NIS 0.13 nominal value each and to amend the Company’s articles of association accordingly.

        In addition, the shareholders will be requested to consider at the Meeting the Board of Directors’ Report and the financial statements of the Company for the fiscal year ended December 31, 2005.

        Finally, the shareholders may consider and act upon such other business as may properly come before the Meeting and any adjournment thereof.

        Only shareholders of record at the close of business on September 29, 2006 are entitled to notice of, and to vote at, the Meeting and any adjournment thereof. All shareholders are cordially invited to attend the 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 return it promptly in the pre-addressed envelope provided.

        Your proxy may be revoked at any time before it is voted by you returning a later-dated proxy card or by voting your shares in person at the Meeting. Shareholders who hold their Shares in “street name”, meaning in the name of a bank, broker or other record holder, must either direct the record holder of their Shares on how to vote their Shares or obtain a legal proxy from the record holder to vote the shares at the Meeting on behalf of the record holder as well as a statement from such record holder that it did not vote such shares. You should follow the directions provided by your broker or nominee regarding how to instruct them to vote your shares.

        Joint holders of shares should note that, pursuant to the articles of association of the Company, the vote of the senior of joint holders of any share who votes such share, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other registered holder(s) of such share, and for this purpose seniority will be determined by the order in which the names of the joint holders appear in the Company’s Register of Shareholders. The appointment of a proxy to vote shares held by joint holders shall be executed by the signature of the senior of the joint holders on the proxy card.

Herzliya, Israel
October 5, 2006

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

        Notice is hereby given that an Annual General Meeting of Shareholders (the “Meeting”) of Optibase Ltd. (the “Company”) will be held at 17:00 Israel time, on Wednesday, November 2, 2005, at the Company’s offices at 7 Shenkar St., Herzliya, Israel for the following purposes:

    1.        To re-elect to the Company’s board of directors (the “Board of Directors”) three directors currently in office;

    2.        To re-appoint Kost, Forer, Gabbay & Kasierer, a member of Ernst & Young Global as the Company’s independent auditors for the fiscal year ended December 31, 2005 and to authorize the Board of Directors, upon the recommendation of the Company’s audit committee, to determine the auditors’ remuneration to be fixed in accordance with the volume and nature of their services to the Company for such fiscal year;

    3.        To approve the Company’s purchase of an insurance policy concerning insurance of directors’ and officers’ liability, including as directors and officers of the Company’s subsidiaries;

    4.        To amend the Company’s articles of association by substituting the current article 32 through 35 with new articles 32 through 35 regarding insurance, indemnity and exemption of directors, officers, employees and other persons employed by, dealing or engaged with the Company in order to adjust the same to Amendment no. 3 of the Israeli Companies Law, 1999 (the “Amendment”) regarding, inter alia, insurance, indemnity and exemption of directors and officers; A copy of the current articles 32 through 35 marked to show the changes made in such articles in accordance with the Amendment is attached hereto as Exhibit A.

    5.        To approve the grant by the Company, in accordance with the Amendment and following the adoption of a resolution to amend the Company’s articles of association in accordance with Proposal No. 4 above, of a prospective undertaking to indemnify its directors and officers who are non-controlling shareholders of the Company and the issuance of letters of indemnification in the form attached hereto as Exhibit B accordingly; and

    6.        To approve the grant by the Company, in accordance with the Amendment and following the adoption of a resolution to amend the Company’s articles of association in accordance with Proposal No. 4 above, of a prospective undertaking to indemnify Mr. Tom Wyler, the President and Executive Chairman of the Board of Directors, who is also considered the controlling shareholder of the Company and the issuance of a letter of indemnification in the form attached hereto as Exhibit B accordingly. The indemnity proposed to be granted to Mr. Wyler is identical to the indemnity granted to all other directors and officers of the Company, as described in Proposal No. 5 herein.

        In addition, the shareholders will be requested to consider at the Meeting the Board of Directors’ Report and the financial statements of the Company for the fiscal year ended December 31, 2004.

        Finally, the shareholders may consider and act upon such other business as may properly come before the Meeting and any adjournment thereof.

        Only shareholders of record at the close of business on September 29, 2005 are entitled to notice of, and to vote at, the Meeting and any adjournment thereof. All shareholders are cordially invited to attend the 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 return it promptly in the pre-addressed envelope provided.

        Your proxy may be revoked at any time before it is voted by you returning a later-dated proxy card or by voting your shares in person at the Meeting. Shareholders who hold their Shares in “street name”, meaning in the name of a bank, broker or other record holder, must either direct the record holder of their Shares on how to vote their Shares or obtain a legal proxy from the record holder to vote the shares at the Meeting on behalf of the record holder as well as a statement from such record holder that it did not vote such shares. You should follow the directions provided by your broker or nominee regarding how to instruct them to vote your shares.

        Joint holders of shares should note that, pursuant to the articles of association of the Company, the vote of the senior of joint holders of any share who votes such share, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other registered holder(s) of such share, and for this purpose seniority will be determined by the order in which the names of the joint holders appear in the Company’s Register of Shareholders. The appointment of a proxy to vote shares held by joint holders shall be executed by the signature of the senior of the joint holders on the proxy card.

Herzliya, Israel
October 5, 2005