MTLK Metalink, Ltd. (MM)

 PROPOSALS FOR THE ANNUAL GENERAL MEETING

 ITEM 1 - ELECTION OF DIRECTORS

 The Company currently has a Board of seven Directors, including two outside
directors. Directors of the Company, other than the outside directors, are
elected at each annual meeting of shareholders.

 At the Meeting, shareholders will be asked to re-elect the following five
(5) directors to serve as members of the Company's Board of Directors: (1) Tzvi
Shukhman; (2) Uzi Rozenberg; (3) Efi Shenhar; (4) Joe Markee; and (5) Gideon
Barak.

 If elected, directors who are not executive officers shall not receive
compensation for their service on the Board of Directors or any committee of the
board of directors, but they shall be reimbursed for their expenses for each
Board of Directors meeting attended.

 It is intended that proxies (other than those directing the proxy holders
to vote against the listed nominees or for certain of them or to abstain) will
be voted for the election of the five (5) nominees named above as directors of
the Company, each to hold office until the next annual general meeting or until
his successor shall have duly taken officer, unless his office is vacated
earlier under any relevant provision of the Articles of Association of the
Company.

 The five (5) nominees named above were recommended by all of the
independent directors in accordance with the NASDAQ rules regarding corporate
governance. In the event any one or more of such nominees should be unable to
serve, the proxies will be voted for the election of such other person or
persons as shall be determined by the persons named in the proxy in accordance
with their best judgment. The Company is not aware of any reason why any of the
nominees, if elected, should be unable to serve as a director. In addition, the
Company is not aware of any understandings or agreements with respect to the
future election of any nominees named herein.

 Other than Mr. Rozenberg and Mr. Shenhar, who are brothers, there are no
family relations between the nominees named below. Of the current members of the
Board of Directors, only Tzvi Shukhman is employed by the Company. The other
members of the Board of Directors, Uzi Rozenberg, Efi Shenhar, Naama Zeldis, Joe
Markee, Meir Bar-El, and Gideon Barak, have been determined by the Board of
Directors to meet the requirements under the NASDAQ rules to qualify as
"independent directors," except that Mr. Rozenberg would not be considered
independent for purposes of Audit Committee membership. All members of the
Company's Audit Committee are "independent directors."

 The following information is supplied with respect to each person nominated
and recommended to be elected by the Board of Directors of the Company and is
based upon the records of the Company and information furnished to it by the
nominees. Reference is made to the above chart entitled "Ownership of Ordinary
Shares" for information pertaining to share ownership by certain nominees.

A brief biography of each director nominee is set forth below:

 TZVI SHUKHMAN, a co-founder of the Company, has served as the Company's
Chief Executive Officer and Chairman of the Company's Board of Directors from
the Company's inception in 1992. Prior to May 1999, Mr. Shukhman served as the
Company's President. From March 1989 until March 1993, Mr. Shukhman served as an
independent consultant for RAD Data Communications Ltd. and ECI Telecom Ltd.
Prior thereto, Mr. Shukhman served in the Israel Defense Forces where he founded
a group involved in digital signal processing applications. Mr. Shukhman has an
M.Sc. degree from the Technion, Israel Institute of Technology.

 UZI ROZENBERG, a co-founder of our company, has served as a director from
1992 until 1997 and August 1999 to the present. Mr. Rozenberg is also the
founder and Chief Executive Officer of USR Electronics Systems (1987) Ltd. since
February 1987. Mr. Rozenberg served as a director of Orbot Ltd. from 1992 to
1996 and as a director of Gibor Sport Ltd. from 1993 to 1997. Mr. Rozenberg and
Mr. Shenhar are brothers.

 EFI SHENHAR has served as a director since July 1995. Mr. Shenhar is the
Corporate Chief Executive Officer & President of USR Group. Mr. Shenhar
currently serves as a member of the board of directors of USR Electronic Systems
(1987) Ltd. From March 1987 until February 2003, Mr. Shenhar has served as a
Vice President of USR Electronics Systems (1987) Ltd., an electronic
manufacturing services company. Mr. Shenhar has a B.A. in accounting and
economics from Tel Aviv University and an M.B.A. from Herriot Watt University.
Mr. Shenhar is a certified public accountant. Mr. Shenhar and Mr. Rozenberg are
brothers.

 JOE MARKEE has served as a director since July 2001. Mr. Markee also serves
as a member of the board of directors of Dot Hill Systems. Mr. Markee is
currently a Managing Director of Express Ventures in San Diego, CA. Mr. Markee
was the co-founder and Chairman of the Board of Copper Mountain Networks. Prior
to founding Copper Mountain, Mr. Markee was a co-founder of Primary Access, a
leading remote access server company acquired by 3Com Corporation in 1995. At
Primary Access, Mr. Markee was a member of the senior management team, serving
as Vice President of Operations and Vice President of Support. Mr. Markee began
his career in product management and engineering at General Instrument
Corporation and M/A-Com Linkabit. Mr. Markee holds a B.S. Degree in Electrical
Engineering and Computer Science from the University of California at Davis.

 GIDEON BARAK has served as a director since July 2004. Mr. Barak currently
serves as a board member of Modem Art Ltd., and is a founder and Chairman of IXI
Mobile Inc. From 2000 to 2004 Mr. Barak served as a member of the board of
Widcomm Inc., which was acquired by Broadcom Corporation in 2004, and as a
founder and chairman of Envara Inc., which was acquired by Intel in 2004. From
1999 until 2004, Mr. Barak served as a board member of RFWaves Ltd., which was
acquired by Vishay in 2004. From 1995 until 1999, Mr. Barak served as the
chairman of Butterfly VLSI, which was acquired by Texas Instruments in 1999.
From 1991 until 1994, Mr. Barak served as founder and CEO of DSP Communications
Ltd., which was sold to Intel in 2001. From 1988 till 1991, Mr. Barak served as
CFO of DSP Group. Mr. Barak holds a B.A. degree in Economics and an M.B.A.
degree from the Tel-Aviv University.

 It is proposed that at the Meeting the following resolutions be adopted:

 "RESOLVED, that Tzvi Shukhman be reelected to serve as a member of the
 Board of Directors of the Company, effective immediately."

 "RESOLVED, that Uzi Rozenberg be reelected to serve as a member of the
 Board of Directors of the Company, effective immediately."

 "RESOLVED, that Efi Shenhar be reelected to serve as a member of the Board
 of Directors of the Company, effective immediately."

 "RESOLVED, that Joe Markee be reelected to serve as a member of the Board
 of Directors of the Company, effective immediately."

 "RESOLVED, that Gideon Barak be reelected to serve as a member of the Board
 of Directors of the Company, effective immediately."

 Approval of this matter will require the affirmative vote of the holders of
a majority of the voting power represented at the Meeting, in person or by
proxy, and voting on this matter.

 THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE
ELECTION OF THE SAID NOMINEES.

 ITEM 2 - REAPPOINTMENT OF AUDITORS

 At the Meeting, the shareholders will be asked to approve the reappointment
of Brightman Almagor & Co., Certified Public Accountants (Israel), a member of
Deloitte Touche Tohmatsu, as the Company's auditors until the next annual
general meeting of shareholders. The auditors have no relationship with us or
with any of the Company's affiliates, except as auditors and, to a limited
extent, as tax consultants. The Audit Committee and Board of Directors believes
that such limited non-audit function does not affect the independence of
Brightman Almagor & Co.

 At the Meeting, the shareholders will also be asked to authorize the Board
of Directors of the Company to fix the compensation of the Company's auditors in
accordance with the volume and nature of their services, or to delegate such
power to the Audit Committee of the Board of Directors. With respect to the year
2006, the Company paid Brightman Almagor & Co. and its affiliates US$40,000 for
auditing services and approximately US$4,000 for other services.

 It is proposed that at the Meeting the following resolutions be adopted:

 "RESOLVED, that Brightman Almagor & Co., certified Public Accountants
 (Israel) a member of Deloitte Touche Tohmatsu, is hereby appointed as the
 auditors of the Company until immediately following the next annual general
 meeting of shareholders."

 "RESOLVED, that the Board of Directors of the Company be authorized to fix
 the compensation of the independent auditors in accordance with the volume
 and nature of their services, or to delegate such power to the Audit
 Committee of the Board of Directors."

 Approval of this matter will require the affirmative vote of a majority of
the Ordinary Shares present at the Meeting, in person or by proxy, and voting on
this matter.

 THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR APPROVAL
OF THE ABOVE RESOLUTIONS.

 ITEM 3 - REVIEW AND CONSIDERATION OF THE FINANCIAL STATEMENTS OF
 THE COMPANY

 In accordance with applicable Israeli law, at the Meeting, the audited
financial statements of the Company for the year ended December 31, 2006 and the
related auditor's report in respect thereof will be presented and discussed.

 The audited financial statements of the Company for the year ended December
31, 2006 and the related auditor's report were filed with the Securities and
Exchange Commission ("SEC") under a Report on Form 6-K on March 29, 2007, and is
available at the SEC's website, www.sec.gov and at our website, www.mtlk.com.
None of the auditors' report and the financial statements or the contents of our
website form part of the proxy solicitation material.

 We received an exemption from the requirements of NASDAQ to include the
audited financial minutes in the mailing of this proxy statement.

 This item will not involve a vote of the shareholders.

 ITEM 4 - OTHER MATTERS

 It is not anticipated that any matters other than those on the agenda
described above will be presented at the Meeting. If any other matters are
properly presented to the Meeting, the persons named on the enclosed proxy will
have discretionary authority to vote all proxies on such matters in accordance
with their best judgment.

 By Order of the Board of Directors,

 TZVI SHUKHMAN
 CHAIRMAN OF THE BOARD OF DIRECTORS
 AND CHIEF EXECUTIVE OFFICER

Dated: November 8, 2007

 METALINK LTD.

 PROXY

The undersigned hereby appoints Tzvi Shukhman, and Yuval Ruhama, and each of
them, attorneys, agents and proxies of the undersigned, with full power of
substitution to each of them, to represent and to vote on behalf of the
undersigned all the Ordinary Shares in Metalink Ltd. (the "Company") which the
undersigned is entitled to vote at the 2007 Annual General Meeting of
Shareholders (the "Annual Meeting") to be held at Metalink's offices in Yakum
Business Park, Yakum, Israel, on December 17, 2007, at 6:00 p.m. (Israel time),
and any postponement or adjournment thereof, upon the following matters, which
are more fully described in the Notice of Annual General Meeting of Shareholders
and Proxy Statement relating to the Annual Meeting.

This Proxy, when properly executed, will be voted in the manner directed herein
by the undersigned. If no direction is made with respect to any matter, this
Proxy will be voted FOR such matter. Any and all proxies heretofore given by the
undersigned are hereby revoked.

[X] Please mark your votes as in this example using dark ink only

 1. Election of directors.

 ---------------------------------------------------------------------------
 Re-Election of Tzvi Shukhman, Uzi Rozenberg, Efi Shenhar, Joe Markee and
 Gideon Barak
 ---------------------------------------------------------------------------

 [_] FOR all nominees listed above (except those whose names have been
 crossed out or written on the line below)

 ---------------------------------------------------------------------------

 [_] AGAINST all nominees listed above

 To withhold authority to vote for any individual nominees listed above,
 cross out that nominee's name.

 To vote against any individual nominee listed above, write that nominee's
 name on the line below.

 -------------------------------

 2. Reappointment of Brightman Almagor & Co., Certified Public Accountants
 (Israel), a member of Deloitte Touche Tohmatsu, as the Company's
 independent auditors until the next annual general meeting of
 shareholders.

 [_] FOR [_] AGAINST [_] ABSTAIN

In their discretion, the proxies are authorized to vote upon such other matters
as may properly come before the Annual General Meeting or any adjournment or
postponement thereof.

The undersigned acknowledges receipt of the Notice of Annual General Meeting of
Shareholders and Proxy Statement of the Company relating to the Annual Meeting.

_________Date: , 2007_____ Date_________________________, 2007_____________________
SIGNATURE SIGNATURE IF HELD JOINTLY TITLE (if applicable)

Please date, sign exactly as your name appears on this proxy and promptly return
in the enclosed envelope. In the case of joint ownership, each owner should
sign. Otherwise, the signature of the senior owner who votes shall be accepted
to the exclusion of the vote(s) of the other joint owner(s); for this purpose,
seniority shall be determined by the order in which the names appear in the
shareholders register. When signing as attorney, executor, administrator,
trustee or guardian, or in any other similar capacity, please give full title.
If a corporation, sign in full corporate name by president or other authorized
officer, giving title, and affix corporate seal. If a partnership, sign in
partnership name by authorized person.

 THE PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.