MEDIVISION : Notice of General Meeting Voting Letter

MEDIVISION MEDICAL IMAGING LTD.

Company's Registered Number: 51-182860-0

NOTICE OF ANNUAL AND SPECIAL GENERAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that on Wednesday, December 19th, 2012, at 10:00 AM, Israeli time, an Annual and Special General Meeting of Shareholders (the "Meeting") of MediVision Medical Imaging Ltd. (the "Company") will be held at the offices of Eitan, Mehulal & Sadot - Advocates and Patent Attorneys at
10 Abba Eban Blvd., Herzliya 46120, Israel.
1. Matters on the agenda of the Meeting and a summary of the proposed resolutions:
1.1. To approve payment of compensation to the following Company's affiliates (the "Lenders"): (1) Mr. Noam Allon; (2) Mr. Gil Allon; (3) Mr. Ariel Shenhar; and (4) Delta Trading and Services (1986) Ltd., in the aggregate amount of NIS 484,547 (as management shall distribute between them), due to an error made by the Company in connection with repayment and conversion of that certain convertible loans given by such Lenders, approved by the shareholders in a general meeting held on August 4th, 2011.
1.2. To re-appoint Mr. Noam Allon as Director of the Company, subject to the Company's Articles of
Association and the Israeli Law.
1.3. To appoint Mr. Gil Allon as Director of the Company, subject to the Company's Articles of
Association and the Israeli Law.
1.4. To approve an increase of the Company's registered share capital to NIS 10,000,000, comprised of
100,000,000 ordinary shares NIS 0.1 par value each.
1.5. Presentation of the Company's Annual Financial Statements and Board of Directors' reports for the year 2011.
1.6. Re-appointment of Haklay, CPA (ISR) as the Company's auditors for the years 2011 and 2012, and authorizing the Board to determine their remuneration.
2. Required Majority:
2.1. Resolution 1.1 on the agenda shall be deemed adopted if approved by the majority of the Company's shareholders entitled to participate at the meeting, in person or by proxy, and voting thereon, provided that, (a) such approval will include, at least a majority of the shareholders' votes, participating and voting in person or by proxy, who are not controlling shareholders or who have a personal interest in such approval (as defined in the Israeli Companies Law, 5759-1999) or anyone on their behalf, except for personal interest which is not a result of affiliation with a controlling shareholder, and where the abstaining votes shall not be included in the tally of votes cast;or (b) the votes cast against such a proposal constitute less than 2% of the total voting rights in the Company.
2.2. Resolutions 1.2, 1.3, 1.5 and 1.6 on the agenda shall be deemed adopted if approved by the holders of a majority of the Company's shareholders entitled to participate at the Meeting, in person or by proxy, and voting thereon.
2.3. Pursuant to Article 39 of the Company's Articles of Association, resolution 1.4 on the agenda shall be deemed adopted if approved by the holders of not less than seventy-five percent (75%) of the voting power represented at the Meeting in person or by proxy, entitled to vote thereon and voting thereon (one of whom must be a representative of Agfa Gevaert N.V. or its assignees).
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3. Record date:
3.1. The record date for determining the shareholders entitled to attend and vote (in person or by proxy) at the Meeting as stated in Section 7 of the Israeli Companies Regulations (Leniency for Public Companies Whose Securities are Registered for Trading Outside of Israel), 5760-2000 shall be December 6th 2012, 2012 (the "Record Date"), therefore any shareholder of the Company, holding a share at the end of the trade day dated December 5th , 2012, shall be entitled to attend and vote at the Meeting.
3.2. Pursuant to the Israeli Companies Regulations (Evidencing share ownership for the purpose of voting in a general meeting), 2000 (the "Regulations"), a shareholder in whose name a share is registered with an authorized Belgian broker under Belgian Law and such share is included among the shares registered in the shareholders register of EuroClear and/or Interprofessionelle Effeotendeposito en Girokas N.V. - Caisse Interprofessionelle de Depots et de Virements de Titres S.A, and said shareholder wishes to attend and vote at the Meeting, then such shareholder shall present the Company an authorization from the applicable authorized Belgian broker under Belgian Law in which his share is registered, confirming his ownership of the share, on the Record Date, in accordance with form No. 1 of the addendum to the Regulations. A proxy to attend and vote at the Meeting must be deposited at least 48 hours before the date of the Meeting.
4. Voting Letter:
A shareholder is also entitled to vote at a general meeting of the Company's shareholders through a voting letter as detailed below (the "Voting Letter"):
4.1. A written vote shall be made using the second part of the Voting Letter, as published in the Internet
Site of the Company (www.medivision.co.il).
4.2. A shareholder is entitled to request the Company directly to provide the form of Voting Letter and
Opinion Statements.
4.3. The Company will send, for no consideration, via E-mail, a link for the form of the Voting Letter and Opinion Statements in the Company's Internet Site, to any shareholder who is not registered in the Company's shareholders register and whose shares are registered with such member, if the shareholder has notified that he is interested in that, provided that a notice has been given regarding a specific securities account on a date which is precedent to the Record Date.
4.4. The Voting Letter and any documents which are to be attached thereto, as specified in the Voting Letter (the "Attached Documents"), are to be delivered to the Company's offices within 72 hours before the due date for the Meeting. For this matter "the delivery date" is the date upon which the Voting Letter and the Attached Documents have arrived to the Company's offices. The last date for delivery of Opinion Statements is within 10 days after the Record Date.
5. Proceedings and Quorum:
A shareholder who wishes to vote at the Meeting but who is unable to attend in person may appoint a representative to attend the Meeting and vote on such shareholder's behalf. In order to do so, such shareholder must execute an instrument of appointment and deposit it at the offices of the Company (or its designated representative) not later than 48 hours before the time appointed for the Meeting. If, within half an hour from the time appointed for holding the Meeting, a Quorum (as defined hereunder) is not present, in person or by proxy, the Meeting shall be adjourned to December 26th, 2012 at the same time and place, or any other time and place as the Board of Directors of the Company shall designate and state in a notice to the members, and if, at such adjourned meeting a Quorum is not present within half an hour
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from the time appointed for holding the meeting, two members present in person or by proxy shall be a quorum regardless of the number of votes represented.
A "Quorum" shall be consist of two shareholders, holding at least one third of the total voting rights in the Company, one of whom must be a representative of Agfa Gevaert N.V. ("Agfa") or its assignees, for as long as Agfa's holdings of the Company shares represent at least 5% of the issued and paid up share capital of the Company.
6. Details regarding the nominees for Directors that the Company has been informed of: Following are details about the nominees pursuant to Regulation 26 of the Periodical and Immediate Reports Regulations, 5730-1970:

Name:	Gil Allon
Identity number:	075303732
Date of birth:	13.1.1.31
Address for service of process:	31 Sweden St. Haifa
Citizenship	Israeli
Membership in board of directors committees	None
Is he a candidate for service as an external director?	No
Does he have accounting and financial expertise or professional competence?	Has professional competence
Is he an employee of the Company, a subsidiary, a related company or of an interested party, and her position:	No
Date of beginning of service as a director in the Company:	subject to the approval of the general meeting
Education	M.Sc. In Computer Science from the Technion - Israel Institute of Technology; MBA from Haifa University
Engagements in the past 5 years and details of the corporations in which she serves as a director:	Until August 2011, CEO of Ophthalmic Imaging Systems; Between August 2011 until February 2012, consultant to CFO at Merge Healthcare; since February 2012, General Manager at Woodfield Investments LLC.
Is he a relative of an interested party in the Company?	Yes, a brother of Noam Allon, Company's CEO and President.
Does he have financial and accounting expertise in order to meet the minimal number set by the board of directors?	No

7. Documents review:
Copies of a form of proxy for the Meeting, a form of Voting Letter and the full form of the proposed resolutions, shall also be available for review by shareholders upon coordination with the Company's representative, Mr. Noam Allon, during business days between the hours 10:00-14:00 at the Company's offices at 26 Sweden St., Haifa, 34980 Israel (Telephone No.: [phone]; Fax No.: +972-4-989-
4883; E-Mail: [e-mail]).
Respectfully,

MediVision Medical Imaging Ltd.

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