VIZRT LTD. (the "Company")

MINUTES OF ANNUAL MEETING OF SHAREHOLDERS

HELD MAY 28, 2008

 

Present: Shareholders present in person or by proxy holding 22,963,456 Ordinary Shares of the Company. This represents a legal quorum.

 

Chairman of the Meeting: Yaron Sheinman

 

RESOLVED:

 

1. TO ELECT Michaelsen Reidar, Ranelagh John, Sheinman Yaron and Strommen Svein Ove (listed in alphabetical order), as directors for the

coming year.

 

19,509,088 shares voted for

3,454,368 shares abstained

 

2. TO APPOINT Kost Forer Gabbay & Kasierer as the independent public auditors of the Company for the year ending December 31, 2008 and to authorize the Board of Directors to fix their remuneration.

 

19,509,088 shares voted for

3,454,368 shares abstained

 

3. TO APPROVE and RATIFY the Company entering into a Directors and Officers Insurance Policy with a coverage of up to $15 million, at an annual cost to the Company of up to $25,000, effective as of March 1, 2008, and TO APPROVE any extensions, renewals and increases of such policy, from time to time, as the Audit Committee and the Board of Directors may deem necessary, subject to the key terms above detailed.

 

19,509,088 shares voted for

3,454,368 shares abstained

 

A REVIEW & DISCUSSION the Company's consolidated financial statements for the year ended December 31, 2006 and the year ended December 31, 2007 was provided.

 

Yaron Sheinman, Chairman of the Meeting