MEDIVISION : Updated Notice of General Meeting April 25, 2013

MEDIVISION MEDICAL IMAGING LTD.

Company's Registered Number: 51-182860-0

NOTICE OF SPECIAL GENERAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that on Thursday, April 25, 2013, at 10:00 AM, Israeli time, a 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 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;
1.2. 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;

1.3. 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 approveand to authorize management to submit it to the Companies' Registrar together with a Hebrew translation of this resolution;

1.4. 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;
1.5. 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;
1.6. 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;
1.7. 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 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;
1.8. 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 B hereto, and that it is not detrimental to the Company and it is in the Company's best interest;

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1.9. 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;
1.10. 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;
1.11. 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;

1.12. 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 financingamounts per annum will exceed US$1,500,000*; (vi) customary reimbursement of expenses in connection with transportation, cellular, telephone and internet.

1.13. 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 the standard social benefits and vacation relief as required under law; (iv) a yearly bonus of 1% of the sales per annum*, **; (v) a yearlybonus of 2% of the funds raised by the Company, if theinvestment amounts per annum will exceed US$1,500,000*; (vi) customary reimbursement of expenses in connection with transportation, cellular, telephone and internet;
1.14. 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
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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;

* The bonuses of 1% (from sales) and 2% (from funds raised) respectively, constitute the maximum amount of such bonuses, to be allocated among all three office-holders collectively. Each of Messrs. Noam Allon, Shenhar and Nur will be entitled only to his respective portion of such bonus.

** Granting of the bonus from sales is conditioned (i) upon achieving at least 80% of the annual sales targets, as detailed in the Company's budget for each respective year; and (ii) for as long as the officer serves his services to the Company (should the officer cease to serve during the year,he will be entitled ofto his portion of the bonus for the respective period of the year before termination).

2. Required Majority:
2.1. Resolutions 1.1, 1.4, 1.5, 1.8-1.14 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) 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. Resolution 1.2, 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 the Company's Articles of Association, resolution 1.3 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.
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 April 18th, 2013 (the "Record Date"), therefore any shareholder of the Company, holding a share at the end of the trade day dated April 17th 2013, 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
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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 Tuesday, April 30th 2013, 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 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 consist of two shareholders, holding at least one third of the total voting rights in 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:

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7. Summary principal details regarding the Share Purchase Agreement between the Company, MTLPrint Ltd. and MTL Shareholders:
Following the Company's execution of a non-binding Term Sheet, dated November 6th 2012 (as detailed in the Company's press release dated November 12th 2012), the Company entered into a definitive Share Purchase Agreement on January 16th 2013 (as detailed in the Company's press release dated January 22nd 2013) (the "Agreement"), for merging the Company's business with the business of MTL Print Ltd. ("MTL"), an Israeli private company, by way of acquisition of MTL's entire share capital, in consideration for the issuance to the MTL shareholders and its option-holders ("MTL Shareholders"), of Company shares and/or options, representing approximately 65% of the Company's post-closing issued share capital on a fully diluted basis (the "Transaction"). MTL is engaged in various activities in the field of R&D and manufacturing of capital equipment in the field of digital wide format printers.
The Transaction is expected to involve the Company in a new field of business within the merged activities of the parties to the Agreement (the "Consolidated Business") and to restore its engagement in active business pursuits.
The Agreement contemplates that the Transaction shall be completed by April 30th, 2013 unless otherwise mutually agreed upon by the parties (the "Closing"), and is subject to customary closing conditions as detailed therein, including fulfillment of all the terms and conditions set forth in the Agreement and performing and delivering certain ancillary agreements in connection thereto. The consummation of the Transaction is also subject to further discussions at and approvals of the Company's Special General Meeting of the Company's Shareholders. The principal terms of the Agreement and the transactions contemplated thereby, which shall enter into effect upon the consummation of the Closing, include the following:
a) Conduct of business. As of the execution of the Agreement, the parties are conducting their
Consolidated Business activities in full cooperation and until the consummation of the
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Transaction, are subject to undertakings not to negotiate with third parties other than with each other, upon breach of which the breaching party will be subject to liquidated damages of US$250,000. In addition to the foregoing, if any of the parties shall have failed to fulfill the Closing conditions, then such breaching party shall be subject to similar liquidated damages as well.
b) Amended Articles. The Company shall adopt amendments to its Articles of Association, including special board representation rights, restrictive provisions subjecting certain issues to the approval of representatives of both parties, and other arrangements as further detailed in the attached Exhibit A hereto (the "Amended Articles").
c) Issuance of Company's Securities. In consideration for the sale and transfer to the Company of the entire MTL share capital, at the Closing, each MTL Shareholder shall be entitled to such number of shares of the Company and options to purchase its shares as detailed in the Agreement, representing, in the aggregate immediately following the Closing, approximately 65% of the Company's post-closing issued share capital on a fully diluted basis, as above-mentioned. The said options shall be granted under the ESOP (as defined hereunder).
d) Changes in the Company's Board Structure. MTL Shareholders shall be entitled to appoint 5 representatives to the Company's Board of Directors, and the Company's current principals shall be entitled to appoint 3 representatives. The Committees of the Board as well as the structure of the board of directors of its controlled subsidiaries shall be identical to that of the Company's Board in accordance with the proportions set forth above.
e) Senior Office Holders. The following nominations shall enter into effect as of the consummation of the Transaction: (i) Mr. Moshe Nur, until the Closing, the controlling shareholder of MTL and the Chairman of its Board of Directors, shall be nominated as the Company's Chairman of the Board of Directors; (ii) Mr. Noam Allon, Company's CEO and one of the Company's controlling shareholders, shall be nominated as the Company's Vice Chairman of its Board of Directors and its co-CEO; (iii) Mr. Ran Emanuel, until the Closing, CEO of MTL, shall be nominated as the Company's co-CEO (and member of the Board of Directors); (iv) Mr. Kobi Markovitch shall be nominated as MTL's CTO. Each of the above-mentioned senior officers in subsections (i)-(iii) herein to also be nominated to the same office in MTL as well.
f) Indemnification and D&O liability insurance coverage. The Company shall enter into indemnification agreements in the form substantially attached hereto as Exhibit B, and shall enter into D&O liability insurance coverage with all appointed Board members and senior officers of the Company and MTL.
g) Signatory rights. The Company shall adopt new signatory rights (including bank signatories) in the Company and in MTL, reflecting the mutual involvement of the two groups in the conduct of the Consolidated Business, as further detailed in the Agreement.
h) Terms of service. The Company shall enter into new service and/or employment agreements with its senior officers, in the terms detailed in Sections 1.13-1.15 above.
i) 2013 Employee Share Option Plan. the Company shall adopt a new Employee Share Option Plan ("ESOP"), for the purpose of granting options to purchase its shares, to employees, consultants, finders, service providers and directors of the Company and of MTL, including in exchange for options convertible into MTL shares, granted under MTL's previous employee share option plan prior to the Closing.
j) Finder Fee. In consideration for the services of a non-affiliated broker/finder , in connection with the Transaction, the Company shall (i) pay fixed fees to the broker/finder; and (ii) grant Company's options to the broker/finder;
k) License. Mr. Moshe Nur shall cause Nurstar Media Ltd. (a private company under his control) to grant the Company and its subsidiaries, an exclusive license (subject to certain limitation set forth
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in the Agreement) to make commercial uses of certain "Nur" names in connection with the designated Consolidated Business.
l) Budget. The Company and MTL shall approve a new budget, which includes financing of the
Consolidated Business by the Company.
m) Restriction on Disposition. In accordance with the Agreement, the Amended Articles shall include customary lock-up provisions and rights of first refusal, rights of co-sale and bring-along rights among the parties, which shall apply solely on the parties to the Transaction (i.e. which shall not apply to holders of Company shares which are not the parties and then applicable). Certain of the foregoing are limited in time and/or to rates of holdings.
n) Indemnification Adjustments. Under the Agreement, the parties have also agreed upon mutually applicable indemnification arrangements, including a mechanism for adjusting the 65% ratio abovementioned upon the occurrence of certain indemnifying events as detailed therein by way of increasing the holdings of Company shares of MTL Shareholders in the event they are entitled to indemnification adjustments, for the implementation of which up to 15,000,000 Company shares shall be reserved, and by way of decreasing their holdings of Company shares in the event they are required to indemnify, for the purpose of which 20% of the Company shares to which they are entitled under the Agreement shall be pledged and 30% deposited in escrow for the benefit of the Company. Indemnification rights are subject to time limitations, minimum and maximum liability limitations and shall constitute as a sole remedy for damages.
o) Loan Conversion; Gabay Loan. All interim loans extended by MTL Shareholders prior to the Closing will be converted into MTL's Ordinary shares except for the remainder of the the loan extended by Mr. Yossi Gabay (an MTL Shareholder and a nominee for the Company's Board) to MTL during 2011 and 2012 (the "Gabay Loan"), in the aggregate principal amount of NIS2.3 million, which will be repaid by MTL in monthly installments starting from the Closing, equal to
2.5% of the actual cash receipts from sales in each month following January 1st 2013, of either the
Company or MTL (to be calculated out of the sales in cash flow parameters and not according to accounting standards) bearing interest at an annual rate equal to the Israeli Prime plus 3.75%, 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.
p) Representations and Waivers. The parties provided each other with customary representations, as well as waiver of rights and claims.
q) New Name. The Company's name will be amended in accordance with its Board of Directors' discretion following the Closing, subject to the approval of a general meeting of the Company's shareholders and any other approval which may be required.
r) Confidentiality. The parties undertook to hold each other's proprietary information as confidential and not to disclose it without prior written consent of the disclosing party.
s) Expiration of option without exercise. Options to be granted to the parties under the ESOP and not vested or vested and not exercised, shall be assigned among all other respective group members, pro-rata to their holdings of Company shares immediately following the Closing, in order to maintain and preserve the 65%-35% ratio of holdings between the parties on a fully diluted basis.
t) Governing Law and Jurisdiction. The State of Israel.
8. 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
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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.: +972-4-989-4884; Fax No.: +972-4-989-4883; E-Mail: noam@medivision.co.il).
Respectfully,
MediVision Medical Imaging Ltd.
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Exhibit A -Articles of Association

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Exhibit B- Form of lndemnification Agreement

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