THIS DOCUMENT IS IMPORTANT AND REQUIRES
YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document, or the action you should take, you should
consult an independent financial adviser authorised and regulated under the Financial Services and Markets Act 2000 if you are
in the United Kingdom or, if not, another appropriately authorised independent financial adviser.


 


If you have sold or otherwise transferred
all of your Existing Ordinary Shares in Medicsight Limited please forward this document and the accompanying Form of Proxy as soon
as possible to the purchaser or transferee. Any person (including without limitation custodians, nominees and trustees) who may
have a contractual or legal obligation or may otherwise intend to forward this document to any jurisdiction outside the United
Kingdom should seek appropriate advice before taking any action.


 


 


 


 


 






 


Medicsight Limited


(Incorporated in England and Wales under
the Companies Act 1985 with


registered number 04268410)


 


Proposed consolidation of the Existing
Ordinary Shares


 


and


 


Notice of General Meeting


 


 


 


 






 


 


 


 


Your attention is drawn to the Letter from
the Chairman of Medicsight Limited in this document which contains the unanimous recommendation of the Directors that you vote
in favour of the Resolutions to be proposed at the General Meeting to be held at 3.00 p.m. on 26 March 2012.


 


Notice of a General Meeting of Medicsight
Limited, to be held at 3.00 p.m. on 26 March 2012 at the offices of Morrison & Foerster, 7th Floor, CityPoint, One Ropemaker
Street, London EC2Y 9AW is set out at the end of this document. Whether or not you intend to be present at the General Meeting
you are urged to complete and return the enclosed Form of Proxy in accordance with the instructions printed thereon so as to arrive
at the Company’s Registrars, SLC Registrars Limited, Thames House, Portsmouth Road, Esher KT10 9AD as soon as possible and
in any event not later than 3.00 p.m. on 22 March 2012 or 48 hours before the time for holding any adjourned meeting. Completion
of a Form of Proxy will not preclude a Shareholder from attending and voting at the meeting in person.


 






    	 



    	 	



    
 







CONTENTS


 


 


	 	Page
	EXPECTED TIMETABLE OF PRINCIPAL EVENTS	3
	DEFINITIONS	4
	LETTER FROM THE CHAIRMAN	5
	NOTICE OF GENERAL MEETING	8


 


 



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EXPECTED TIMETABLE OF PRINCIPAL EVENTS


 


	Publication date of this document	8 March 2012
	Latest time and date for receipt of Forms of Proxy	3.00 p.m. 22 March 2012
	General Meeting	3.00 p.m. 26 March 2012
	Record Date of Share Consolidation	5.00 p.m. 26 March 2012
	Effective date of Share Consolidation	5.00 p.m. 27 March 2012


 


 



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DEFINITIONS


 


 


 


	“AIM”	AIM, the market operated by the London Stock Exchange
	 	 
	“Articles”	the Company’s articles of association
	 	 
	“Company”	Medicsight Limited
	 	 
	“Consolidation Ordinary Shares”	the proposed new ordinary shares of £16,250 each in nominal value in the capital of the Company to be created pursuant to the Share Consolidation
	 	 
	“Directors” or “Board”	the board of directors of the Company whose names appear on page 4 of this document
	 	 
	“Existing Ordinary Shares”	the ordinary shares of £0.05 nominal value each in the capital of the Company
	 	 
	“Form of Proxy”	the form of proxy for use at the GM or at any adjournment of such meeting
	 	 
	“GM” or “General Meeting”	the general meeting of the Company convened for 3.00 p.m. on 26 March 2012 and any adjournment thereof
	 	 
	“London Stock Exchange”	London Stock Exchange plc
	 	 
	“MGT”	MGT Capital Investments, Inc.
	 	 
	“Notice of GM”	the notice of the GM which is incorporated into this document
	 	 
	“Record Date”	5.00 p.m. on 26 March 2012 (or such other time and date as the Directors may determine)
	 	 
	“Registrars”	SLC Registrars Limited
	 	 
	“Resolutions”	the resolutions referred to in the Notice of GM
	 	 
	“Share Consolidation”	the proposed consolidation of every 325,000 Existing Ordinary Shares into 1 New Ordinary Share details of which are set out in the Letter from the Chairman in this document
	 	 
	“Shareholders”	holders of Existing Ordinary Shares and “Shareholder” means any one of them


 


 



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LETTER FROM THE CHAIRMAN


 


Medicsight Limited


 


(Incorporated in England and Wales under
the Companies Act 1985 with

registered number 04268510)


 


	Directors	Registered office
	
        Robert Ladd, Executive Chairman

        Robert Traversa, Executive Director
	
        26/28 Hammersmith Grove

        London

        W6 7BA

         



 


 


8 March 2012


 


To Shareholders 


 


Dear Sir or Madam


 


Proposed Consolidation of the Existing
Ordinary Shares


 


 


		1.	Introduction



 


The purpose of this document
is to provide you with the background to the Share Consolidation and to explain why the Directors consider the Share Consolidation
is in the best interests of the Company and the Shareholders as a whole and why they recommend that you should vote in favour of
the Resolutions to be proposed at the GM convened for 3.00 p.m. on 26 March 2012, notice of which is set out at the end of this
document.


 


		2.	Reasons for the Share Consolidation



 


The Directors have carefully
considered whether the Share Consolidation and the consequential reduction in the number of Shareholders is in the best interests
of the Company and the Shareholders as a whole. It has become clear to the Directors that following the Company’s de-listing
from AIM on 22 September 2011, for a company of its size it is not in the Company’s interests to continue to bear the costs
and administrative burden of such a large shareholder base. The Company currently has over 250 registered Shareholders.


 


		3.	Share Consolidation



 


It is proposed by the Board that
the Share Consolidation will be effected by every 325,000 Existing Ordinary Shares being consolidated into one Consolidation Ordinary
Share of £16,250 (“Share Consolidation”) (the balance of any Existing Ordinary Shares held by each member
being the “Fractional Entitlement”).


 


There will be no cash payment
in respect of Fractional Entitlements for Shareholders arising out of the Share Consolidation as the Directors believe it will
be in the interests of both the Company and Shareholders holding less than 325,000 Existing Ordinary Shares to allow them to crystallise
a capital gains tax loss at this stage (which is likely to be worth substantially more than the current value of their shareholding)
and at the same time reduce the Company’s costs in servicing such a large shareholder base. Those Shareholders who hold less
than 325,000 Existing Ordinary Shares will not be entitled to Consolidation Ordinary Shares arising on the Share Consolidation
and will therefore no longer be Shareholders. All Fractional Entitlements will be consolidated to the nearest whole number of Consolidated
Ordinary Shares and sold to MGT for market value.


 



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Pursuant to article 49 of the
Articles, which permits the Directors on a consolidation to deal with such fractions as they shall determine, the Company proposes
to sell the Existing Ordinary Shares representing the Fractional Entitlements to MGT.


 


The table below provides
some illustrations of the effect of the Share Consolidation:


 


	Pre-Share Consolidation
 Holdings of Existing Ordinary Shares	Post-Share Consolidation,
 and Holdings of New Ordinary Shares
	324,000	0
	325,000	1 New Ordinary Share
	649,000	1 New Ordinary Share
	650,000	2 New Ordinary Shares


 


As can be seen from the illustrative
table above, immediately following the Share Consolidation, the number of Shareholders will reduce from over 250 to under 50. However,
the changes in the percentage holdings for the remaining Shareholders would be minimal as those with a holding of less than 325,000
Existing Ordinary Shares account for 12 per cent of the current issued share capital of the Company.


 


The Consolidation Ordinary Shares
will have the same rights as to voting, dividends and return on capital as the Existing Ordinary Shares.


 


If approved, the Record Date
of the Share Consolidation will be 5.00 p.m. on 26 March 2012, the Share Consolidation will be effected on 27 March 2012 and the
Consolidation Ordinary Shares will be issued on the same day. Shareholders who hold their Existing Ordinary Shares in uncertificated
form will be issued with new share certificates in respect of the Consolidation Ordinary Shares on or about 16 April 2012.


 


Share certificates for Existing
Ordinary Shares will no longer be valid from the time the Share Consolidation becomes effective which is expected to be on 27 March
2012 and should be destroyed upon receipt of certificates in respect of the Consolidation Ordinary Shares (as described below).


 


		4.	Taxation treatment of Share Consolidation



 


The following summary is intended
as a general guide only and relates to the UK taxation treatment of the Share Consolidation. It is based on current UK tax law
and the current published HM Revenue and Customs practice applying in the case of those holders of Existing Ordinary Shares who
are residents of the UK for tax purposes, are the beneficial owners of those shares and hold them as investments. Certain holders
of Existing Ordinary Shares, such as dealers in securities, insurance companies, collective investment schemes and persons who
have acquired their shares by reason of their or another’s employment, may be taxed differently and are not considered here.


 


It is expected that for the purposes
of UK taxation on chargeable gains the Share Consolidation will be treated as follows:


 


The Consolidation Ordinary Shares
arising from the Share Consolidation will result from a reorganisation of the share capital of the Company. Accordingly, holders
of Existing Ordinary Shares should not normally be treated as making a disposal of all or part of their holding of Existing Ordinary
Shares by reason of the Share Consolidation being implemented. The Consolidation Ordinary Shares which replace their holding of
Existing Ordinary Shares as a result of the Share Consolidation will be treated as the same asset acquired at the same time as
their holding of Existing Ordinary Shares was acquired.


 



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Shareholders who hold less than
325,000 Existing Ordinary Shares on the current register and who are UK tax resident will be able to make a claim for diminution
in value of their original shareholding. Shareholders will need to make a claim on the next tax return that they file with HM Revenue
& Customs, but we anticipate that with a marginal capital gains tax rate of 28% (in most instances) that this should be worth
substantially more to those shareholders than the market value of their Existing Ordinary Shares at the current price. In addition,
Shareholders who originally subscribed for Existing Ordinary Shares (rather than buying them in the market) may be able to claim
an income tax loss equal to the original cost of the shares.


 


A Shareholder who is in any doubt
as to his or her tax position or is subject to tax in any jurisdiction other than the UK should consult his or her duly authorised
professional adviser without delay.


 


		5.	Issued share capital



 


The current issued share capital
of the Company is 155,524,904 Existing Ordinary Shares. This will be reduced to less than 500 Consolidation Ordinary Shares following
the Share Consolidation.


 


		6.	General Meeting



 


You will find set out on page
8 of this document the Notice of GM to be held at the offices of Morrison & Foerster (UK) LLP, CityPoint, One Ropemaker Street,
London EC2Y 9AW at 3.00 p.m. on 26 March 2012. At that meeting, Shareholders will be asked to consider and, if thought fit, to
pass a resolution to approve the Share Consolidation.


 


Action to be taken


 


Enclosed with this document is a Form of
Proxy. Whether or not you propose to attend the GM personally, you are urged to complete and return the Form of Proxy in accordance
with the instructions printed thereon as soon as possible. To be valid, completed Forms of Proxy must be received by the Registrars
no later than 3.00 p.m. on 22 March 2012. Completion of a Form of Proxy will not preclude you from attending and voting at the
GM in person should you wish to do so.


 


Recommendation


 


The Directors are of the opinion that the
Share Consolidation is in the best interests of the Company and its Shareholders as a whole and unanimously recommend that Shareholders
vote in favour of the Resolutions to be proposed at the GM.


 


In addition, the Company has been informed
that MGT in respect of its 83,750,000 Existing Ordinary Shares representing in the region of 50 per cent of the Existing Ordinary
Shares, intends to vote in favour of the Resolutions.


 


Yours sincerely


 


 


 


Robert Ladd


Chairman


 



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Company Number: 04268410


 


NOTICE OF GENERAL MEETING


of


Medicsight Limited (the “Company”)


 


Notice is hereby given that a General Meeting
of the above-named Company will be held at 3.00 p.m. on 26 March 2012 at the offices of Morrison & Foerster, 7th
Floor, CityPoint, One Ropemaker Street, London EC2Y 9AW for the purpose of considering and, if thought fit, passing the following
resolution which will be proposed as an ordinary resolutions:


 


ORDINARY RESOLUTION


 


1.That:


 


		(i)	every 325,000 Existing Ordinary Shares of £0.05 each in nominal value held by each member
at 5.00 p.m. on 26 March 2012 being the “Record Date” be consolidated into one Consolidation Ordinary Share
of £16,250 each in nominal value;



 


		(ii)	the rights and restrictions attaching to the Consolidation Ordinary Shares of £16,250 each
resulting from the consolidation pursuant to paragraph (i) of this resolution shall be the same in all respects as those attached
to the Existing Ordinary Shares of £0.05 each as set out in the Articles of Association of the Company (save in respect of
their nominal value); and



 


		(iii)	all fractions of Consolidated Ordinary Shares be consolidated into the nearest whole number of
Consolidated Ordinary Shares and sold to MGT for market value.



 


 


 


Dated: 8 March 2012


 


	 	BY ORDER OF THE BOARD
	
        Registered Office:

        26/28 Hammersmith Grove

        London

        W6 7BA

         
	
         

        Robert Ladd

         

        Chairman

         



 


 


Notes


 


		1	A member
                                                         entitled to attend and vote at the above Meeting convened by the above
                                                         Notice shall be entitled to appoint one or more proxies to attend, to
                                                         speak and to vote on his behalf provided that each proxy is appointed
                                                         to exercise the rights attached to a different share or shares held by
                                                         him. A proxy need not be a member of the Company.



 


		2	A Form of
                                                         Proxy is enclosed. The appointment of a proxy will not prevent a Shareholder
                                                         from subsequently attending and voting at the meeting in person in which
                                                         case any votes cast by the proxy will be excluded.



 


		3	A Shareholder
                                                         which is a company (a “corporation”) and which wishes
                                                         to be represented at the meeting by a person with authority to speak,
                                                         vote on a show of hands and vote on a poll (a “corporate representative”)
                                                         must submit a certified copy of the resolution giving the relevant authority
                                                         to that corporate representative by the same deadline as in note 5 below.
                                                         A corporate representative has the same powers on behalf of the corporation
                                                         he/she represents as that corporation could exercise if it were an individual
                                                         member of the Company. Alternatively a corporation may complete and return
                                                         a Form of Proxy.



 






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		4	In the case
                                                         of joint Shareholders the vote of the senior who tenders a vote, whether
                                                         in person or by proxy, will be accepted to the exclusion of the votes
                                                         of the other joint holders and for this purpose seniority shall be determined
                                                         by the order in which their names stand in the register of members in
                                                         respect of their joint holding. The names of all joint Shareholders should
                                                         be stated on the Form of Proxy, but the signature of one holder will
                                                         be sufficient.



 


		5.	To be effective
                                                          the instrument appointing a proxy, and (failing prior registration)
                                                          any letter or power of attorney under which it is executed (or a duly
                                                          certificated copy thereof) must be received by the Registrars, SLC Registrars
                                                          Limited, Thames House, Portsmouth Road, Esher KT10 9AD not less than
                                                          48 hours before the time for holding the meeting or adjourned meeting
                                                          or (in the case of a poll taken otherwise than at or on the same date
                                                          as the meeting or adjourned meeting) for the taking of the poll at which
                                                          it is to be used, provided that a proxy and any such power or authority
                                                          in respect of a poll to be taken otherwise than on the same day as the
                                                          meeting or the adjourned meeting, but less than 48 hours thereafter,
                                                          may be delivered to the chairman of the meeting at any time before the
                                                          poll is taken.



 


		6.	In accordance
                                                          with Regulation 41 of the Uncertificated Securities Regulations 2001,
                                                          only those members entered on the Company’s register of members
                                                          as at 5.00 p.m. on 22 March 2012 shall be entitled to attend and vote
                                                          at the meeting in respect of the number of shares registered in their
                                                          name at that time. Changes to entries on the register after 5.00 p.m.
                                                          on 22 March 2012 shall be disregarded in determining the rights of any
                                                          persons to attend or vote at the meeting.






 


 



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