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Notice of Annual General Meeting of Shareholders to be Held on December 29, 2015

SEATTLE, Nov. 24, 2015 (GLOBE NEWSWIRE) -- The 2015 Annual General Meeting of Shareholders (the “Annual Meeting”) of Modsys International Ltd. (“Modern Systems,” the “Company,” “we” or “us”) will be held at our offices, 600 University Street, Suite 2409, Seattle, WA 98101 on December 29, 2015 at 9:00 a.m. local time for the following purposes:

  1. To elect (a) Scott Miller, (b) Thomas J. Jurewicz, (c) Melvin L. Keating and (d) Matt Bell to the Board of Directors to serve until the next annual meeting.

  2. To elect Carla Corkern to serve as an outside director of the Company for an additional three-year term commencing on April 10, 2016.

  3. To approve the issuance of warrants to purchase an aggregate of 409,837 ordinary shares of the Company to be issued to Columbia Pacific Opportunity Fund, LP or its related affiliates and Prescott Group Aggressive Small Cap Master Fund or its related affiliates in exchange for providing a guaranty with respect to a credit agreement between Modern Systems Corporation and MS Modernization Services, Inc., a wholly owned subsidiary and a majority owned subsidiary of the Company, and Comerica Bank.

  4. To approve the issuance of warrants to purchase an aggregate of 45,082 ordinary shares of the Company to be issued to Mindus Holdings, Ltd. in exchange for extending the terms of a loan from Mindus Holdings, Ltd. to a subsidiary of the Company.

  5. To increase and amend the authorized share capital of the Company by an additional 40,000 New Israeli Shekels (NIS) comprised of 1,000,000 preferred shares of NIS 0.04 par value each, such that following such increase, the authorized share capital of the Company would be NIS 1,040,000 comprised of 25,000,000 ordinary shares and 1,000,000 preferred shares and to amend the Company's Articles of Association accordingly conferring upon the preferred shares the rights set forth therein.

  6. Subject to the approval of Item 5 above, to approve the terms of the share purchase agreement between the Company and Columbia Pacific Opportunity Fund, LP, Prescott Group Aggressive Small Cap Master Fund and Mindus Holdings, Ltd. (or their respective affiliates) (the "Investors"), and the issuance to the Investors thereunder an aggregate amount of (i) 500,000 preferred shares and (ii) warrants to purchase an aggregate of 250,000 ordinary shares of the Company.

  7. Subject to the approval of Item 6 above, to approve the issuance of 625,000 ordinary shares to Prescott Group Aggressive Small Cap Master Fund in connection with certain anti-dilution rights granted under the agreement dated as of November 25, 2013.

  8. To re-appoint BDO Ziv Haft as our independent auditor for the period beginning on the date of the Annual Meeting and ending on the date of our next annual general meeting of shareholders.

  9. To receive and consider the Company's Consolidated Financial Statements for the year ended December 31, 2014.

Full information of the items above and the proposed resolutions, including regarding the number of votes required to approve each resolution will be available in the Company's Proxy Statement to be filed with the Securities and Exchange Commission ("SEC") and will be available at https://materials.proxyvote.com/M70378.

The record date for the Annual Meeting is November 30, 2015. Only shareholders of record at the close of business on that date may vote at the meeting or any adjournment thereof.

Important Notice Regarding the Availability of Proxy Materials for the Shareholders’ Meeting to Be Held on December 29, 2015 at 9:00 a.m. local time

The proxy statement and annual report to shareholders will be available at https://materials.proxyvote.com/M70378

By Order of the Board of Directors,

/s/ Matt Bell
Matt Bell
Chief Executive Officer

Seattle, Washington
November 24, 2015

CONTACT: Rick Rinaldo, Chief Financial Officer Modern Systems 206-395-4152

Source:ModSys International Ltd.

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