Advanced Vision Technology : Special shareholder meeting in connection with the merger

ADVANCED VISION TECHNOLOGY (A.V.T.) LTD.

6 Hanagar Street Hod Hasharon Israel

March 13, 2017

NOTICE OF A SPECIALGENERALMEETING OFSHAREHOLDERS TO BEHELD ONAPRIL18, 2017

This Notice is being given by the board of directors (the "Board of Directors" or the "Board") of Advanced Vision Technology (A.V.T.) Ltd. (the "Company" or "AVT") that a Special General Meeting of Shareholders of the Company (the "Meeting"), will be held on Tuesday, April 18, 2017, at the Company's headquarters at 6 Hanagar Street, Hod Hasharon, Israel, at 2:30 p.m. (Israel time).

On the agenda for the Meeting will be the following matters:

1. To consider and vote upon a proposal to approve the Merger Agreement (the "Merger Agreement") dated March 6, 2017, by and between the Company, Pelican Merger Holdings Israel Ltd. ("Parent") and Pelican Merger Sub Ltd. ("Merger Sub"), the Merger (as defined below) and the other transactions contemplated thereby, including:

2. The merger of Merger Sub with and into the Company (the "Merger") in accordance with the provisions of the Israeli Companies Law, 5759-1999 (together with the rules and regulations promulgated thereunder, the "Companies Law"), following which Merger Sub will cease to exist as a separate legal entity and the Company will become a wholly-owned subsidiary of Parent and an indirect wholly-owned subsidiary of Danaher Corporation ("Danaher"). As a result of the Merger, each Ordinary Share of the Company, nominal (par) value NIS 2.00 each ("Ordinary Shares"), will be converted into the right to receive €14.50 in cash (the "Merger Consideration");

3. The agreements and covenants set forth in the Merger Agreement with respect to indemnification, exculpation and insurance, including authorization of the purchase of 'tail' insurance, in favor of current and former directors and officers of the Company; and

4. The treatment of the Company's equity-based awards, including, where applicable, the acceleration of unvested options and unvested restricted share units ("RSUs") held by directors, officers and employees of the Company, the treatment of unvested options and unvested RSUs held by officers and employees of the Company that will not be accelerated and the substitution of such Company equity-based awards for cash, all as set forth in the Merger Agreement.

5. To approve the grant to Mr. Jaron Lotan, the Company's President and Chief Executive Officer, of a special one-time equity-based award of 20,000 fully vested restricted share units, immediately prior to, and subject to, the closing of the Merger; and

6. To transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.

7. The Board of Directors recommends that the shareholders vote "FOR" the proposed resolutions.

   Record Date; Entitlement to Vote

   The record date for determining shareholders entitled to notice of, and to vote at, the Meeting has been established as of the close of trading on the Frankfurt Stock Exchange on Monday, March 20, 2017 (the "Record Date").

   As of March 10, 2017 there were 6,134,357 Ordinary Shares of the Company outstanding, each of which is entitled to one vote upon the matters to be presented at the Meeting. This number does not include, as of that date: (i) Ordinary Shares that were subject to outstanding equity awards granted pursuant to, or on the terms of, equity remuneration plans; and (ii) a total of 819,122 Ordinary Shares held as treasury shares.

   Voting Procedures

   Shareholders who are unable to attend the Meeting, or any adjournment thereof, in person, are requested to complete, date and sign the enclosed form of proxy which to be counted, must be received by Deutsche Bank AG not later than April 13, 2017 at 2:30 p.m., Central European Time, through the settlement system of Clearstream Banking AG ("CBF"), Frankfurt am Main, from a holder of Ordinary Shares as of the Record Date with the CBF via the custodian bank, or alternatively present such form of proxy to the Chairman of the Meeting at the Meeting. Ordinary Shares represented by proxies received after the times specified above will not be counted as present at the Meeting and thus will not be voted.

   Since all of the Ordinary Shares of the Company are registered in the name of CBF and are deposited in the form of a global certificate at CBF, all shareholders should take note of the following:

   CBF will not execute the right to attend and to vote at the Meeting which is given to CBF due to the Ordinary Shares which are registered in the name of CBF. Upon request, CBF will offer to attend the Meeting and/or to vote in the name of CBF on behalf of the person in whose name the Ordinary Shares are booked at CBF.The authorized person booked by CBF as a shareholder is asked to apply for a power of attorney (or any other valid proof of ownership) from CBF, up to the amount of such person's ownership on the books of CBF as of the Record Date until the close of business on April 13, 2017 via the custodian bank at Deutsche Bank AG, Frankfurt am Main. Instructions received after this date will be processed on a "best -effort-basis".

   Quorum

   Two or more shareholders on the Record Date (not in default in payment of any sum referred to in Article 34(a) of the Company's Articles of Association (the "Articles")), present in person or by proxy, shall constitute a quorum at the Meeting. No business shall be transacted at the Meeting, or at any adjournment thereof, unless the requisite quorum is present when the Meeting proceeds to business. Should no quorum be present within an hour from the time set for the Meeting, the Meeting shall be adjourned to the same day in the next week, at the same time and place. No further notice will be given or publicized with respect to such adjourned meeting.

   Joint holders of Ordinary Shares should take note that, pursuant to Article 34(d) of the Articles, the vote of the senior holder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s), and for this purpose seniority will be determined by the order in which the names appear in the Company's shareholder register.

   Required Vote

   The affirmative vote of a 75% majority of the voting rights of the Company represented and voting at the Meeting, in person or by proxy, is required to adopt the resolution approving the Merger Agreement, the Merger and the other transactions contemplated thereby, provided however, that1: either (i) such majority includes at

   1 The definition of a 'controlling shareholder' under Israeli law for the purposes hereof, includes a statutory presumption that any "interested party" (as defined in Israeli law) in a controlling shareholder entity is presumed to be a holder of its shares in a company together with the controlling shareholder. Since Mr. Yeoshua Agassi is a director of the Company and is also an interested party (a director) in the Company's controlling shareholder as aforesaid and although the foregoing statutory presumption may be contested, in order to approve the Merger Agreement, the Merger and the other transactions contemplated thereby, which include the acceleration of equity-based awards held by directors and the indemnification,

   least a majority of the votes cast by shareholders who are not controlling shareholders and who do not have a personal interest in the matter, and who are present and voting (abstentions are disregarded); or (ii) shareholders who are non-controlling shareholders and who do not have a personal interest in the matter, who are present and shall have voted against the proposed resolution hold two percent (2%) or less of the voting power of the Company (the "Special Majority"); and

   The affirmative vote of a simple majority of the voting rights of the Company represented and voting at the Meeting, in person or by proxy, is required to adopt the resolution approving the grant of the special one-time equity-based award to Mr. Jaron Lotan, the Company's President and Chief Executive Officer, provided however, that either (i) such majority includes at least a majority of the votes cast by shareholders who are not controlling shareholders and who do not have a personal interest in the matter, and who are present and voting (abstentions are disregarded); or (ii) shareholders who are non-controlling shareholders and who do not have a personal interest in the matter who are present and shall have voted against the proposed resolution hold two percent (2%) or less of the voting power of the Company (the "Compensation Majority").

   Pursuant to the Companies Law, in order for your vote to be counted with respect the Special Majority or the Compensation Majority, you must indicate on your proxy or inform the Company at the Meeting and prior to voting thereon, (i) if you are a controlling shareholder of the Company, or (ii) if you have a 'personal interest' in the approval of the relevant item on the agenda (any of whom shall be referred to hereinafter as an "Interested Party").

   Under the Companies Law, the term 'personal interest' is defined as a shareholder's personal interest in an action or a transaction of a company (i) including the personal interest of the shareholder's spouse, siblings, parents, grandparents, descendants, spouse's descendants, siblings or parents or the spouse of any of such persons, and the personal interest of any entity in which the shareholder or one of the aforementioned relatives of the shareholder serves as a director or chief executive officer, owns 5% or more of such entity's outstanding shares or voting rights or has the right to appoint one or more directors or the chief executive officer, and (ii) excluding a personal interest arising solely from holding the Company's Ordinary Shares. Under the Companies Law, in the case of a person voting by proxy, 'personal interest' includes the personal interest of either the proxy holder or the shareholder granting the proxy, whether or not the proxy holder has discretion over how to vote.

   In the attached form of proxy you will be requested to indicate whether you or any of the persons or entities described above is an Interested Party with respect to those items that require approval by the Special Majority or the Compensation Majority.

   In order to provide for proper counting of shareholder votes,if you have not marked "NO" on the proxy (or in your electronic submission), thereby confirming that you are not an Interested Party with respect to the item that requires approval by the Special Majority or by the Compensation Majority, your vote will not be counted for purposes of the Special Majority or the Compensation Majority, as applicable, and your signature on the enclosed proxy (or the submission of an electronic vote) will constitute a certification that you are an Interested Party with respect to those items that require such indication.

   The enclosed form of proxy card also includes a certification that you are not a shareholder listed in Section 320(c) of the Companies Law (i.e., you are neither the Parent nor Merger Sub nor do you own directly or indirectly 25% or more of the ordinary shares or other means of control of Parent, or, through Parent, 25% or more of the ordinary shares or other means of control of Merger Sub). If you think that this statement is incorrect, please contact the Company's offices at 972-9-7614480.

   As of the date of this Notice, the Company's controlling shareholders, as such term is defined for purposes of the Companies Law, are Union Investment and Development Ltd., an Israeli company, and Mr. Yeoshua Agassi, a director of the Company and of Union Investment and Development Ltd.2, and therefore the Company believes

   exculpation and insurance provisions, including the purchase of 'tail' insurance, in favor of current and former directors and officers of the Company, from which Mr. Agassi will benefit, the Company is requiring, as a cautionary measure, that these matters be approved by the Special Majority (in addition to the 75% majority otherwise required).

   2 See footnote no. 1 above.

   that the vast majority of its other shareholders should not have a personal interest in the resolutions on the agenda of this Meeting. Such shareholders should mark "NO" in the appropriate places on the proxy (or in their electronic submission).

   Ordinary Shares represented by executed and unrevoked proxies will be voted in the manner instructed thereon by the shareholder executing the proxy, or if no specific instructions are given, will be voted FOR the items set forth in this Notice. The Company is not currently aware of any other matters to be presented at the Meeting. If other matters properly come before the Meeting, it is the intention of the persons designated as proxies to vote in accordance with their judgment on such matters.

   The English version of this Notice (together with the accompanying explanatory notes) shall be the sole binding version, and may be obtained free of charge at the registered office of the Company and at Deutsche Bank AG, Global Securities Services, Issuer Services, Post IPO Services, 60262 Frankfurt am Main, e-mail: [e-mail].

   [Explanatory Notes]