MediVision Medical Imaging Ltd. ?+(972) 4-989-4884 ?+(972) 4-989-4883

? 26 Sweden St. Haifa, Israel 34980

REGULATED INFORMATION

? noam@medivision.co.il

A CONVERTIBLE LOAN TO THE COMPANY AND ITS WHOLLY OWNED SUBSIDIARY FROM A PRIVATE EQUITY FUND

Haifa, Israel, June 27th, 2013 17:30 - MediVision Medical Imaging Ltd. (the "Company", EuroNext: MEDV) reports hereby an immediate report pursuant to the requirements of Israeli law and concerning the approval of a transaction according to Regulation 1(2) of the Israeli Companies Regulations (Relieves In Interested Parties' Transactions), 5760-2000 (the "Relieves Regulations").
1. Description of the Main Aspects of the Transaction:
In connection with the negotiations and the execution of the transaction for merging the business of the Company and MTL Print Ltd. ("MTL"), dated January 16th 2013, the parties have concluded to raise funds to finance the merger and the ongoing operations of the planned activity of the Company and MTL. On June 27th 2013, the Company's Audit Committee and Board of Directors as well as the Board of Directors of its recently acquired wholly owned subsidiary, MTL, approved entering into a convertible loan agreement with Sigma Opportunity Fund II, LLC ("Sigma"), a New York private equity fund, unaffiliated with the Company or any of its affiliates (the "Agreement", and the "Transaction", respectively). The main terms of the Agreement and the Transaction contemplated thereby include the following:
1.1 Sigma will extend the Company and MTL, a senior secured convertible loan of an aggregate sum
of US$1.5 (the "Loan"), bearing accrued interest at the rate of 18% per annum, repayable within
21 months or earlier upon certain events of capital and/or debt raising by the Company and/or certain events entitling Sigma to accelerate repayment.
1.2 The proceeds of the Loan are designated to finance the on-going operations of the Company and
MTL, as well as to repay existing loans granted by certain Israeli banks.
1.3 Under the terms of the Transaction, Sigma will also provide the Company and MTL with advisory services, in consideration for (i) a fixed immaterial sum; and (ii) issuance of Ordinary shares of the Company, representing 4.5% of the Company's issued and outstanding share capital on a fully diluted basis, subject to certain anti-dilution provisions (the "Advisory Shares").
1.4 The Loan (and interest) are convertible into Ordinary Shares of the Company, representing
14.29% of the Company's issued and outstanding share capital on a fully diluted basis (including the Advisory Shares).
1.5 The Agreement further includes terms customary to such convertible loan transactions, including but not limited to representations and warranties, indemnification, limitations on certain future actions and transactions, reporting requirements, liens on Company assets and guarantees (to secure the Loan) and payment of fees and expenses to Sigma.
1.6 Upon execution of the Agreement, the Company received an advance payment on account of the Loan (the "Advance Payment"). Delivery of the remainder of the Loan and the completion of the Transaction is subject to consummation of a closing, expected to take place within the following weeks.
2. Personal Interest of Controlling Shareholders:
2.1 Among the guarantees to be provided under the Transaction, Messrs. Moshe Nur, Noam Allon, Gil Allon and Ariel Shenhar, controlling shareholders of the Company who also serve as its directors and officers, each undertook to deliver Sigma personal promissory notes in an aggregate sum of US$800,000, as well as personal guarantees limited to such aggregate sum, allocated among them pro-rata to their shareholdings in the Company. Such securities are intended to secure repayment of the Loan (including the Advance Payment) and the performance

MediVision Press Release 20130627 Sigma Convertable Loan

of the Company's and MTL's undertakings pursuant to the Agreement (the "Personal

Guarantees").

2.2 Messrs. Moshe Nur, Noam Allon, Gil Allon and Ariel Shenhar shall not receive any consideration or other personal benefit whatsoever in connection with the Personal Guarantees, other than the benefit derived by the Company and its shareholders generally from the availability of the Loan for funding the Company's activities.
3. A summary of the Company's Audit Committee and Board of Directors' reasons for approving the

Transaction:

The foregoing Personal Guarantees conform to the directives of regulation 1(2) of the Relieves
Regulations, contemplating a transaction which serves solely to benefit the Company.
4. Objecting to the Relieves:
Regulation 1.c of the Relieves Regulations provides as follows: (a) The relieves in accordance with Regulations 1 through 1.b shall not apply to a public company if one or more shareholders, holding at least one percent of the issued and outstanding capital or of the voting rights in the company, notified of his objection to the grant of relief as aforementioned (an "Objection"), provided the Objection had been submitted in writing no later than fourteen (14) days from the day the public company published a report to its shareholders concerning the adoption of such resolution; and (b) In the event that an Objection has been submitted as aforesaid, the transaction would require approval in accordance with the provisions of Section 273 or 275 to the Israeli Companies Law, 5759-1999, as applicable (i.e. approval by a general meeting of such company's shareholders, pursuant to the special majority votes detailed therein).

About Sigma Capital Partners

Sigma Capital Partners, LLC, through its affiliate fund Sigma Opportunity Fund II, LLC, is a multi- strategy private equity firm that focuses on investing in small-to-mid size companies operating primarily in the IT, Telecom, Technology and Business Services industries. Sigma works closely with management to unlock shareholder value and provide guidance and assistance in the areas of finance, operations, strategy, M&A and business development. For more information please visit:www.sigmacp.com

This information as well as other financial information can also be consulted on the Company's website (www.

medivision.co.il) under - Investor Relations tab.

This Report contains certain forward-looking statements and information relating to the Company that are based on the beliefs of the Management of the Company as well as assumptions made by and information currently available to the Management of the Company. Such statements reflect the current views of th e Company with respect to future events, the outcome of which is subject to certain risks including but not limited to as listed below and other factors, which may be outside of the Company's control. Sh ould one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results of outcomes may vary materially from those described herein as projected, anticipated, believed, estimated, expected or intended. Such abovementioned risks include but are not limited to:

1. Uncertain market acceptance of Company products - The Company's future growth and profitability will depend, in large part, on the acceptance by the market of the Company's existing

and proposed products. This acceptance will be substantially dependent on educating the market as to full capabilities, disti nctive characteristics, perceived benefits and efficacy of the Company's existing and proposed products. In addition, the future success of the Company's products will depend on their acce ptance by customers and on such customers' willingness and ability to purchase such products. There can be no assurance that the Company's products will receive the necessary market acceptance. Failure of the Company's existing and/or proposed products to gain market acceptance could have a material adverse effect on the Company's business, financial condition and results of operations.

2. New products - The Company, through its Research and Development teams, engages in the development of new technologies and products and in t he upgrading and improvement of

existing ones. There is no certainty that development of these technologies and/or products will be completed, successfully, or at all, or if completed successfully, that a market for them will exist.

MediVision Press Release 20130627 Sigma Convertable Loan

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