MEDIVISION : G38981 Voting Letter-V002

First Chapter

1. Name of company: MediVision Medical Imaging Ltd. (the "Company").
2. Type of general meeting, date and place of its convening: Special general meeting of the
Company's shareholders. The meeting shall take place Thursday, April 25th, 2013, at
10:00 AM, Israeli time, at the offices of Eitan, Mehulal & Sadot - Advocates and Patent Attorneys at 10 Abba Eban Blvd., Herzliya 46120, Israel. If the meeting shall be postponed, it shall take place on Tuesday, April 30th, 2013, at the same time and place.
3. The agenda and the summary of the proposed resolutions, which can be voted on througha voting letter:
3.1. To approve the execution, delivery and performance of the Share Purchase
Agreement and all ancillary agreements and documents thereto dated January 16th
2013 (the "Agreement"), by and between the Company, MTL Print Ltd. and MTL Shareholders, and to approve the transactions and all covenants and instruments of the Company as contemplated thereby (a summary review of its principal terms is further detailed in Section 7 hereunder), subject to the fulfillment of all the terms and conditions set forth in the Agreement;
3.2. To approve (in principle only) the issuance of up to 15,000,000 Shares subject to the actual issuance by the Board of Directors of the Company in the future of such shares to Indemnified Parties upon exercise of the Indemnification Adjustments as detailed in Section 7 below;
3.3. To approve the proposed amendments to the Company's Articles of Association, in the form attached as Exhibit Ahereto, with such immaterial changes (upon advice of the Company's legal counsel) as Messrs. Noam Allon and Ariel Shenhar shall approve;
3.4. Pursuant to his statement given to the Company and his qualifications as detailed in Section 6 hereunder to appoint Mr. Moshe Katan as an External Director of the Company, subject to the Company's Articles of Association and the Israeli Law;
3.5. To approve payment to Mr. Moshe Katan, with effect as of the beginning of the term of his office as an External Director, of annual fees as well as per-meeting fees (and expenses), at the rates applicable due to the Company's shareholders equity as defined under the heading "Fixed Amount" pursuant to the Companies Regulations (Rules of Remuneration and Expenses for an External Directors)
5760-2000;
3.6. To authorize Company's management to extend the term of the Company's D&O liability insurance policy from time to time, upon similar terms and for additional periods of up to 12 months each;
3.7. To approve to include Messrs. Moshe Nur, Zeevik Nur, Ran Emanuel, and Yossi Gabay in the Company's D&O liability insurance coverage under identical terms as all other members of the Company's Board, with effect as of the beginning of

G38981-V002.DOC

1
the term of their office as Directors, and that it is not detrimental to the Company
and it is in the Company's best interest;
3.8. To approve that the Company shall indemnify and hold harmless all of its Board members from and against liability as set forth in the Indemnification Agreement, in the form substantially attached as Exhibit Bhereto, and that it is not detrimental to the Company and it is in the Company's best interest;
3.9. To approve, that the Company shall indemnify and hold harmless its senior office holders Messrs. Ran Emanuel & Noam Allon (Co-CEO's) and Mr. Ariel Shenhar (CFO), from and against liability as set forth in the Indemnification Agreement, in the form substantially attached as Exhibit B hereto, and that it is not detrimental to the Company and it is in the Company's best interest;
3.10. To approve to include Mr. Moshe Katan in the Company's D&O liability insurance coverage under identical terms as all other members of the Company's Board, with effect as of the beginning of the term of his office as External Director, and that the Company shall indemnify and hold him harmless from and against liability as set forth in the Indemnification Agreement, in the form substantially attached as Exhibit B hereto, and that it is not detrimental to the Company and it is in the Company's best interest;
3.11. To approve, subject to the consummation of the Closing, that in accordance with the provisions of the Agreement, the remainder of the Gabay Loan (as defined in Section 7 hereunder) will be repaid by MTL (as the Company's controlled subsidiary) in monthly installments starting from the Closing, as a percentage of sales in each month following January 1st 2013, of either the Company or MTL, bearing customary interest rates, which interest shall also be payable on a monthly basis and if not previously repaid, may be converted in accordance with Gabay's sole discretion, into MTL's Ordinary Shares upon liquidation or dissolution of MTL for any reason. No cash dividends to shareholders of the Company will be distributed prior to repayment in full of the Gabay Loan plus accrued interest thereon;
3.12. To approve the terms of service of Mr. Moshe Nur as Chairman of the Company's Board of Directors as of the consummation of the Closing, as follows: (i) scope of services: 20%; (ii) the higher of: (i) up to US$5,000,000 sales per annum, gross salary shall be equal to NIS9,000, between US$5,000,000 to US$8,000,000 sales per annum, gross salary shall be equal to NIS10,000, more than US$8,000,000 sales per annum, gross salary shall be equal to NIS11,000 or (ii) 50% of the gross salary of the Company's then current CEO or Co-CEO; (iii) a supplemental of
37.5% of the gross salary on the account of the standard social benefits and vacation relief as required under law; (iv) a yearly bonus of 1% of the sales per annum; (v) a yearly bonus of 2% of the funds raised by the Company, if the investment and/or financing amounts per annum will exceed US$1,500,000; (vi) customary reimbursement of expenses in connection with transportation, cellular, telephone and internet.
3.13. To approve the adjusted terms of service of Mr. Noam Allon, as Vice-Chairman of the Company's Board of Directors and Co-CEO of the Company as of the consummation of the Closing, as follows: (i) scope of services: 40%; (ii) up to US$5,000,000 sales per annum, gross salary shall be equal to NIS18,000, between US$5,000,000 to US$8,000,000 sales per annum, gross salary shall be equal to NIS20,000, more than US$8,000,000 sales per annum, gross salary shall be equal to NIS22,000; (iii) a supplemental of 37.5% of the gross salary on the account of

2

the standard social benefits and vacation relief as required under law; (iv) a yearly bonus of 1% of the sales per annum; (v) a yearly bonus of 2% of the funds raised by the Company, if the investment amounts per annum will exceed US$1,500,000; (vi) customary reimbursement of expenses in connection with transportation, cellular, telephone and internet;
3.14. To approve the adjusted terms of service of Mr. Ariel Shenhar, as CFO of the
Company as of the consummation of the Closing, as follows: (i) scope of services:
60%; (ii) up to US$5,000,000 sales per annum, gross salary shall be equal to
NIS24,000, between US$5,000,000 to US$8,000,000 sales per annum, gross salary shall be equal to NIS27,000, more than US$8,000,000 sales per annum, gross salary shall be equal to NIS30,000; (iii) a supplemental of 37.5% of the gross salary on the account of the standard social benefits and vacation relief as required under law; (iv) a yearly bonus of 1% of the sales per annum; (v) a yearly bonus of 2% of the funds raised by the Company, if the investment amounts per annum will exceed US$1,500,000; (vi) customary reimbursement of expenses in connection with transportation, cellular, telephone and internet;
4. The place and time at which the full version of the proposed resolutions can be viewed: 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 of 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.: +972 (04) 989-4884; Fax No.: +972 (04) 989-4883; E-Mail: noam@medivision.co .il).
5. 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:

3

Does he have financial and accounting expertise in order to meet the minimal number set by the board of directors?

6. The required majority in the Meeting for approving the agendas stipulated above:
a. Resolution 3.1, 3.4, 3.5, 3.8-3.14 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 (the "Israeli Companies Law")) 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, pursuant to the provisions of Article 275 to the Israeli Companies Law.
b. Resolutions 3.2, 3.6 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.
c. Resolution 3.3 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).
7. Existence or lack of Affinity: The second chapter of this Voting Letter contains a place assigned for marking the existence or lack of an affinity, as required according to the Israeli Companies Law. It is hereby clarified, that whoever does not indicate the existence or the lack of an affinity as abovementioned, or has not described the nature of the affinity, his vote shall not be taken into account.
8. Validity of the voting letter: The Voting Letter shall be in valid only if accompanied by an ownership authorization of the unregistered shareholder, or a copy of an ID card, passport, or incorporation certificate, if the shareholder is registered in the Company's books (or registered in the shareholders registration of the Company at the Euroclear Belgium (the "CIK")). This Voting Letter, accompanied by the aforementioned attached documents, shall be delivered to the Company within 72 hours before the Meeting.
9. The Company does not allow voting via Internet.
10. The Company's address for delivery of the Voting Letter and opinion statements: The Company's offices at 7 Hakidma St., Yokneam Industrial Park, 20692 Israel.
11. The final date for delivering the opinion statement to the Company:
Within 10 days following the Record Date (the "Final Date For Delivering An Opinion
Statement By The Shareholders").

The final date for delivering the Board of Director's response to the opinion statement:

No later then 5 days after the Final Date For Delivering An Opinion Statement By The
Shareholders.

4

12. A written vote shall be made using the second chapter of the Voting Letter, as published in the Internet Site of the Company (www.medivision.co.il)
13. The Company shall 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.
14. One or more shareholders, who hold shares in an aggregate amount of five percent or more out of the total voting rights in the Company, as well as a shareholder who holds such an amount out of the voting rights which are not held by the Company's control shareholder, as defined in Section 268 of the Israeli Companies Law (the "Control Shareholder"), is entitled to examine the Voting Letters as stipulated in Section 10 of the Regulations.

The number of shares which constitutes 5% of the total voting rights in the Company is:

424,436 Ordinary Shares of the Company (considering dormant shares, which do not grant voting rights).

The number of shares which constitute 5% the total amount of voting rights in the Company which are not held by the Control Shareholder is: 90,940 Ordinary Shares of the Company (considering dormant shares, which do not grant voting rights).

15. A shareholder shall indicate the manner in which he votes on each of the subjects on the agenda in the second chapter of this Voting Letter.

5

VOTING LETTER

Second Chapter

Name of company: MediVision Medical Imaging Ltd.

Company's Address (for the delivery of Voting Letters): 26, Sweden St., Haifa 34980, Israel.

Company's Israeli Number: 51-182860-0

Date of the Meeting: Thursday, April 25th, 2013

Type of Meeting: Special

The Record Date April 18th, 2013

Details of the shareholder

Name of shareholder-

ID number-

If the shareholder does not hold an Israeli passport:

Passport Number-

State of issuance-

Expiration date-

If the shareholder is a corporation:

Corporation number-

State of incorporation-

6

Voting Procedure

* Please detail in the designated area hereunder.

1 No marking shall be deemed as abstaining in said matter.

2 A shareholder who will not mark in this column, or will mark 'Yes' and will not provide details, its vote shall not be calculated.

Date:
Signature:

Details

Details regarding the undersigned being a controlling shareholder or having a personal interest are as follows:

To shareholders who are registered in the Company's shareholders' register - this Voting Letter shall be valid only when accompanied by a photocopy of an ID card/ passport/ incorporation certificate.

7

Exhibit A- Articles of Association

8

Exhibit B- Form of lndemnification Agreement

9

distributed by