MNDO

Business Context and Reporting Period

This Form 6-K filing by MIND C.T.I. LTD. is dated July 24, 2007. The document serves as a Notice of the 2007 Annual General Meeting of Shareholders and a Proxy Statement. The meeting is scheduled for August 28, 2007, in Yokneam, Israel. The filing incorporates by reference the Company's audited financial statements for the fiscal year ended December 31, 2006, which were previously filed on June 6, 2007.

Key Financial Metrics

The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. These metrics are contained in the audited financial statements for the year ended December 31, 2006, which are referenced but not reproduced in this document.

Shareholder ownership data as of July 18, 2007, includes:

• Total Ordinary Shares Outstanding: 21,592,510
• Monica Eisinger (Chairperson, President, CEO): 4,106,000 shares (19.0% beneficial ownership)

Material Changes

The filing does not report material changes in financial performance or operations compared to prior periods. The primary updates concern corporate governance and shareholder meeting logistics:

• Expiration of the term for outside director Mr. Amnon Neubach on April 12, 2007.
• Upcoming expiration of the term for Class I director Ms. Monica Eisinger at the 2007 AGM.

Guidance, Outlook, and Corporate Actions

The document outlines four agenda items for the Annual General Meeting:

1. Re-appointment of Auditors: Shareholders are asked to re-appoint Kesselman & Kesselman (a member of PricewaterhouseCoopers International Limited) as independent auditors.
2. Re-election of Director: Re-election of Ms. Monica Eisinger as a Class I director for a term expiring at the 2010 AGM.
3. Re-election of Outside Director: Re-election of Mr. Amnon Neubach as an outside director for an additional three-year term. The Board recommends this based on his business experience and knowledge of the Company's markets.
4. Discussion of Financial Statements: A discussion of the audited financial statements for the year ended December 31, 2006. This item does not require a shareholder vote.

The filing contains no specific forward-looking guidance, risk factors, or contingencies beyond standard corporate governance procedures.

Investor Verification Checklist

• Verify the specific financial performance metrics (revenue, net income, cash flow) in the audited financial statements filed on June 6, 2007, as they are not detailed in this text.
• Confirm the voting record date of July 31, 2007, to determine eligibility for the August 28, 2007 meeting.
• Review the qualifications and potential conflicts of interest for the re-election of outside director Mr. Amnon Neubach.
• Check the quorum requirements: 25% of outstanding shares must be present for the initial meeting.