|
26/09/2001
Notice of Annual General Meeting of Shareholders
September 26, 2001
NOTICE IS HEREBY GIVEN that on October 18, 2001, at 10:00 AM, 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's
Israeli legal counsel, Shinar, Shachor, Weissberger - Attorneys, at 1 Azrieli
Center (The Round Tower 33rd. floor), Tel Aviv, Israel. The matters on the
agenda of the Meeting and the summary of the proposed resolutions are as
follows:
1. To approve the execution and consummation (including the issuance of Company
shares representing, on the closing date, approximately 25% of the Company's
issued share capital, and granting of certain board, quorum, veto, pre-emptive,
information and registration rights) of an Investment Agreement between the
Company and Agfa - Gevaert N.V. ("Agfa") and the Schedules attached thereto
(hereinafter the "Agreement"), pursuant to which Agfa will invest an aggregate
Euro-linked sum of approximately US$3.5 million (representing a price per share
of EUR2.10), $1 million upon closing and the remainder in two performance-linked
installments over a period of approximately 12 months. Pursuant to
Co-Development, Distribution and OEM Agreement attached thereto the parties also
undertook to mutually cooperate in the development, promotion, marketing and
sales of Digital Imaging and PACS systems for the ophthalmic market. The
Agreement also includes certain lock-up, first refusal, co-sale and voting
coordination undertakings of certain of the Company's principal shareholders,
directors and/or officers.
2. To adopt a Special Resolution to amend the Company’s Articles of Association
so as to effect the following amendments:
2.1 grant Agfa certain board, quorum and veto rights pursuant to the Agreement.
2.2 to adopt certain other amendments so as to conform the articles to the
requirements of and/or privileges available under the Israeli Companies
Law-1999.
3. To amend the terms of employment of the Company's CEO, the Company's CFO and
the CEO of the Company's US subsidiary, Ophthalmic Imaging Systems Inc. ("OIS"),
who each also serve as a member of the Company's board of directors, to include
an increased fixed salary, performance related bonuses and certain additional
benefits.
4. To approve the granting of options to certain members of the Company's board
of directors (who also serve as directors and/or officers of OIS) to purchase
common stock of OIS.
5. To approve an amendment to the terms of a Working Capital Funding Agreement
between the Company and OIS whereby the Company will increase a convertible,
interest bearing, secured loan it provided OIS for working capital purposes by
$1. million.
6. To approve the granting of guarantees aggregating approximately $600,000 by
certain principal shareholders (who also serve as directors and/or officers of
the Company) to certain Company obligations.
7. To approve the granting of interest bearing loans to the Company by certain
principal shareholders (who also serve as directors and/or officers of the
Company) in an aggregate amount of approximately $525,000.
8. To approve insurance and indemnification of up to USD5,000,000 to Office
Holders of the Company, to the fullest extent legally allowed.
9. To elect Messrs. Jonathan Adereth, Noam Allon, Gil Allon, Ariel Shenhar,
Doron Maor and Yigal Berman as Directors of the Company subject to the Company’s
Articles of Association and the Israeli Law.
10. To approve compensation of the Company's External Directors, per meeting and
annually, including expenses, at a rate equal to the minimal sums allowed under
Israeli Law.
11. To reappoint Kost, Forer and Gabbay as the Company’s Auditors and to
authorize the Board of Directors to determine their remuneration.
12. To present and consider the Financial Statements of the Company, the Profit
and Loss Account and Balance Sheet for the fiscal year ended December 31, 2000,
together with the report of the Auditors thereon and the report of the Board of
Directors for such period.
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 n person or by proxy shall be a quorum
regardless of the number of votes represented.
Resolutions 1, 6 and 7 shall be deemed adopted if approved by either: (a) a
simple majority of the Company’s shareholders participating and voting at the
Meeting in person or by proxy, provided however that such majority includes 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.
Resolutions 3, 4, 5, 8 - 12 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 shall be deemed adopted if approved by 75% of such shareholders
entitled to vote, who are present and voting in person or by proxy.
Copies of the Company’s audited financial statements for the fiscal year ended
December 31, 2000, together with the report of the auditors thereon and the
complete copy of the suggested resolutions including the full text of the
amended Articles, shall be available for review of shareholders upon
coordination with the Company’s representative, during business days from
October 7, 2001 until October 17, each day between the hours 10:00 – 14:00 at
the Company’s offices at the Industrial Zone, Yokneam Elit, Israel.
Medivision Medical Imaging Ltd.
Industrial Zone, Yokneam Elit, Israel
Company’s Registered Number: 51-182860-0
Telephone No.: +972 (04) 989-4884
Fax No.: +972(04) 989-4883
|
