Unitronics

Prospectus • Dec 25, 2012

PRESS RELEASE Airport City, Israel, December 25, 2012

UNITRONICS (1989) (R"G) LTD.

***Regulated Information*** ***For Immediate Release***

Amendment Of The Company's Shelf Prospectus

Airport City, Israel – December 25, 2012 - Unitronics published the attached Immediate Report pursuant to the requirements of Israeli law, in connection with an amendment of the Company's Shelf Prospectus.

About Unitronics

Unitronics (1989) (R"G) Ltd. is an Israeli company that engages, through its Products Department, in the design, development, production, marketing and sale of industrial automation products, mainly Programmable Logic Controllers ("PLCs"). PLCs are computer-based electronic products (hardware and software), used in the command and control of machines performing automatic tasks, such as production systems and automatic systems for industrial storage, retrieval and logistics. The Company also engages, through its Systems Department and/or its subsidiaries, in the design, construction and maintenance services in the framework of projects for automation, computerization and integration of computerized production and/or logistics systems, mainly automated warehouses, automated distribution centers and automated parking facilities. The Company's PLCs are distributed by over one hundred and forty distributors (and a wholly owned US subsidiary) in approximately fifty countries throughout Europe, Asia, America and Africa. The services of the Systems Department are provided to customers in Israel and also outside Israel.

This press release contains certain forward-looking statements and information relating to the Company that are based on the beliefs of the Management of the Company as well as assumptions made by and information currently available to the Management of the Company. Such statements reflect the current views of the Company with respect to future events, the outcome of which is subject to certain risks and other factors, which may be outside of the Company's control. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results or outcomes may vary materially from those described herein as projected, anticipated, believed, estimated, expected or intended.

Unitronics (1989) (R"G) Ltd. (the "Company")

Re: Amendment Of The Company's Shelf Prospectus

• 1. Further to the Shelf Prospectus published by the Company on February 23, 2011 (reference number 2011-01-058260) as amended on March 17, 2011 (reference number 2011-01-084435) (the, "Shelf Prospectus"), the Company is pleased to announce that subject to the following and in accordance with the Company's Board Of Directors resolution dated December 24, 2012, the Company is considering offering the public in Israel only (the, "Issuance") non-convertible Debentures (Series 4) of the Company (the, "Debentures") that were included in the Shelf Prospectus, in accordance with a shelf offer report that will be published in accordance with the applicable legal requirements (the, "Shelf Offer Report").
• 2. For the purpose of and with respect to the Issuance of the Debentures, if executed, the Company submitted today to the Israeli Security Authority (the, "Authority") and to the Tel Aviv Stock Exchange Ltd. (the, "Stock Exchange") a request to amend the Shelf Prospectus, since within the framework of the Issuance, matters which were not included in the Shelf Prospectus shall be included resulting mainly from changes in the Israeli law. The request to amend the Shelf Prospectus mainly includes a new Deed of Trust, pursuant to which the Company intends to contract with Mishmeret Trust Company Ltd., to act as a trustee in connection with the Debentures.
• 1. The amendment to the Shelf Prospectus is subject to the approval of the Authority and the Stock Exchange, which has not yet been received.
• 1. Note that the offer of the Debentures pursuant to the Shelf prospectus and the Shelf Offer Report (if executed) shall be effected in Israel only and not in Belgium, and is subject to receiving all the legally required approvals and permits, including the approval of the Board of Directors of the Company, regarding the terms and structure of the Issuance, the publication of the amendment to the Shelf Prospectus, the publication of the Shelf Offer Report, and receipt of the approval of the Stock Exchange to list the Debentures for trade on the Stock Exchange.
• 1. Also note that the terms of the Debentures to be offered to the public and the scope of the financing, as well as the date of the financing, have not yet been determined, and there is no assurance or undertaking by the Company that the financing will take place, and the actual scope of the financing will be dependent, inter alia, on market conditions at the time of the financing.
• 1. This Immediate Report does not constitute an offer to the public to buy the Company's securities, and buying or undertaking to buy the Company's securities should not be effected on the basis of this report. There may be changes, including material changes, in the details included in this report.

Respectfully,

Unitronics (1989) (R"G) Ltd.

Date: December 25, 2012. Name of the signatory: Mr. Yair Itscovich. Position of Signatory in the reporting corporation: CFO.