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21/09/2001
MediVision Medical Imaging Ltd: Notice of extraordinary
meeting of shareholders
NOTICE IS HEREBY GIVEN that on October 14, 2001, at 10:00 AM,
Israeli time, an Extraordinary General Meeting of Shareholders (the “Meeting”)
of Medivision Medical Imaging Ltd. (the “Company”) will be held at the offices
of the Company's Israeli legal counsel, Shinar, Shachor, Weissberger -
Attorneys, at 1 Azrieli Center (The Round Tower 33rd. floor), Tel Aviv, Israel.
On the agenda of the Meeting is the appointment of two external directors as
members of the Company's board of directors in accordance with the requirements
of the Israeli Companies Law, 1999.
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) 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.
The resolution 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, provided that either (i)
such majority includes at least one-third of the Shareholders participating and
voting thereon that are not Controlling Shareholders (as such term is defined in
the Israeli Companies Law, 1999) or (ii) that the votes against such proposal
constitute less than 1% of the total outstanding shares of the Company.
A copy of the complete proposed resolution, including the identity and
curriculum vitae of the nominees for external directors, shall be available for
review of shareholders upon coordination with the Company’s representative, from
September 23, 2001 until October 11, 2001 each day between the hours 10:00 –
14:00 at the Company’s offices at the Industrial Zone, Yokneam Elit, Israel.
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