PresseBox
Press release BoxID: 142567 (MediVision Medical Imaging Ltd. / Headquarters and Manufacturing Facility)
  • MediVision Medical Imaging Ltd. / Headquarters and Manufacturing Facility
  • Tabor 4 building, Industrial Park
  • 20692 Yokneam Elit
  • http://www.medivision-ois.com
  • Contact person
  • Noam Allon
  • +972 (4) 9894884

Notice of Annual General Meeting of Shareholders

(PresseBox) (Yokneam Elit, ) NOTICE IS HEREBY GIVEN that on Wednesday, January 16, 2008, at 2:00 PM, Israeli time, the Annual General Meeting of Shareholders (the "Meeting") of MediVision Medical Imaging Ltd. (the "Company") will be held at the offices of the Company at Hermon Building 1st flour, Industrial zone, Yokneam-Elit, Israel. The matters on the agenda of the Meeting and a summary of the proposed resolutions are as follows:

1. To elect Messrs. Noam Alon, Doron Maor, and Marc De Clerck as Directors of the Company, subject to the Company's Articles of Association and the Israeli Law.

2. To elect Mrs. Mira Nesher and Mrs. Miri Kerbs as External Directors of the Company;each to hold office subject to the Company's Articles of Association and the Israeli Law.

3. To appoint Fahn Kanne & Co (Grant-Thornton-Israel) to serve as the Company’s Auditors until the annual general meeting of the Company's shareholders for the year 2008 and to authorize the Board of Directors to determine their remuneration.

4. To approve insurance coverage concerning Directors and Officers' liability up to USD 5,000,000 (five million dollars) for Mrs. Miri Kerbs and Mrs. Mira Nesher subject to their appointment as External Directors and for Messrs. Noam Alon, Doron Maor, and Marc De Clerck commencing as of July 2007 and for a period of 12 months.

5. To present and consider the Financial Statements of the Company and the Board of Directors report for the fiscal year ending December 31, 2006, together with the report of the auditors thereon and the report of the Board of Directors for such year.

6. To approve payment of compensation in the sum of NIS 25,000 per month to the Chairman of the Company’s Board of Directors, Mr. Jonathan Adereth commencing from May 1, 2007 and until December 31, 2007, of which NIS 16,000 per month reflects general service fee and NIS 9,000 per month reflects special services fees in connection with the Merger with the Company's US subsidiary, Ophthalmic Imaging Systems, ("OIS") as defined in the Press Release of the Company dated September 11, .2007.

7. To approve receipt by the Company of a loan from OIS in the sum of up to USD 1,100,000 bearing interest at a rate of 8% per year . The Company shall pledge to OIS prior to any loan payment a number of its shares in OIS stock equal to the exact amount of such loan divided by the Agreed Share Value (the average closing price of OIS shares of stock less than 25%).

8. To approve receipt by the Company of a convertible loan in the aggregate amount of up to USD 1,000,000 ("Loan") from the following Company Shareholders ("The Lenders") (1) Delta Trading and Services (1986) Ltd (2) Noam Allon (who also serve as members of the Board and/or officers of the Company). The Loan will bear interest at the rate of 9 % per annum until repayment within 12 months unless earlier fully converted as set forth. In the event the aggregate amounts transferred by The Lenders shall be less than the full loan amount, Delta Trading and Services (1986) Ltd. undertook to provide the Company with an amount up to the full loan amount. Each Lender's portion of the Loan and any interest due thereon may be converted in whole or in part into ordinary shares of the Company, at a price per share reflecting a discount at the rate of 20% of the Company's average share price on the Belgium EuroNext Stock Exchange during the 30 days preceding the conversion (The "Conversion Rights"). As security for the Company's obligation including repayment of the Loan and any interest due thereon and the Conversion Rights, the Company shall grant to The Lenders a pledge in shares of common stock of OIS held by the Company valued at an aggregate amount of USD 1,300,000 (One million and three hundred thousand USD) (based on market price on the date on granting the collateral) to be apportioned among The Lenders pro-rata to their portion of the Loan.
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) no 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 (equal to 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. or its assignees) is not present, in person or by proxy, the Meeting shall be adjourned to the same day in the next week 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.

Resolutions 1, 3, 4, 5 on the agenda shall be deemed adopted if approved by the holders of a majority of the Entitled Voting Rights in the Company represented at the Meeting, in person or by proxy, and voting thereon.

Resolution 2 on the agenda shall be deemed adopted if approved by the majority of the Company's shareholders entitled to participate at the meeting and voting thereon, in person or by proxy, and voting thereon, provided that (a) such approval included, at least one third of the shareholders' votes, participating and voting in person or by proxy, who are not controlling shareholders of the Company or anyone on their behalf (as defined in the Israeli Companies Law, 1999) 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 1% of the total of shareholders entitled to vote

Resolutions 6 ,7, 8 on the agenda shall be deemed adopted if approved by the majority of the Company's shareholders entitled to participate at the meeting and voting thereon, in person or by proxy, and voting thereon, provided that (a) such approval included, at least one third of the shareholders' votes, participating and voting in person or by proxy, who are not interested parties to the transaction (as defined in the Israeli Companies Law, 1999) 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 1% of the total of shareholders entitled to vote.

Record date

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) – 2000 shall be December 10, 2007 (the "Record Date"), in a matter that any shareholder of the Company, holding a share at the end of the trade day dated December 10, 2007, shall be entitled to attend and vote at the Meeting.

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 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.

A shareholder is entitled to vote at a general meeting of the Company’s shareholders through a voting letter as detailed below (the "Voting Letter"):

A written vote shall be made using the second part of the Voting Letter, as published in the Distribution Site of the Company (www.medivision.co.il).

A shareholder is entitled to request the Company directly to provide the form of Voting Letter and Opinion Statements.

The Company will send, for no consideration, via E-mail, a link for the form of the Voting Letter and Opinion Statements in the Distribution 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.

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 of the Meeting is convened. For this matter "the delivery date" is the date upon which the Voting Letter and the Attached Documents has arrived to the Company’s offices. The last date for delivery of Opinion Statements is within 10 after the Record Date.

.Documents review

Copies of the Company’s audited financial statements for the fiscal year ended December 31, 2006, together with the report of the auditors thereon and the report of the Board of Directors, the CV of the nominees for External Directors the complete copy of the suggested resolutions, and a form of proxy for the Meeting and a form of voting letter, shall be available for review of shareholders upon coordination with the Company’s representative, Mr. Noam Allon, during business days from December 26, 2007 until January 16, 2008 each day between the hours 10:00 – 14:00 at the Company’s offices at the Industrial Zone, Yokneam Elite, Israel.