Shl Telemedicine Ltd.SIX: SHLTN

2025 AGM Notice and proxy Statement to Shareholders and ADS holders

Apr 23, 2025 at 5:07 AM UTC · Issued by Shl Telemedicine Ltd.

SHL Telemedicine Ltd.

April 22, 2025

Dear Shareholder,

You are cordially invited to attend an Annual General Meeting of Shareholders (the "Annual General Meeting", or the "Meeting") of SHL Telemedicine Ltd. ("SHL" or the "Company"), to be held at SHL's offices at Ashdar Building - 2nd Floor, 90 Yigal Alon Street, Tel Aviv, Israel on Wednesday, May 28, 2025, at 1:00 p.m. Israel time.

At the Meeting, holders of our American Depositary Shares, each representing one (1) ordinary share (the "ADSs"), and holders of our ordinary shares, nominal value NIS 0.01 per share (the "ordinary shares", and together with the ADSs, the "shares"), collectively referred to as our "shareholders," will be asked to consider and vote on the matters listed in the enclosed Notice of Annual General Meeting of Shareholders (the "Notice"). SHL's board of directors unanimously recommends that you vote "FOR" such proposals.

Whether or not you plan to attend the Meeting, it is important that your shares be represented and voted at the Meeting, as follows:

Shareholders holding ADSs. Shareholders who hold ADSs (whether registered in your name or in "street name") will receive a voting instruction form on how to vote from The Bank of New York Mellon (which acts as the Depositary for the ADSs) or from their banks, brokers or other nominees. You are requested to promptly complete, date and sign the voting instruction form and return it in the manner specified on the voting instruction form at your earliest convenience so that it will be received no later than the date and time indicated thereon.

Shareholders holding ordinary shares. To be able to participate and vote in the Meeting, a holder of our ordinary shares must be registered with our share register, Computershare Schweiz AG ("Computershare"), by April 30, 2025 (the "Record Date"). To be registered with Computershare, such shareholder should request his or her custody bank to submit a registration request to Computershare through a SIX SIS Ltd. member institution. Once a shareholder is registered with Computershare, such shareholder can participate and vote in the Meeting by attending the meeting in person or by completing and returning to us a proxy or the form of voting ballot (the "Ballot") available on our website at https://www.shl-telemedicine.com/general-meeting and on the website of the U.S. Securities and Exchange Commission (the "SEC") at www.sec.gov. Kindly note that no hard copies will be mailed to holders of our ordinary shares, however if such a shareholder requests that we mail it hard copies of the materials we will do so at no charge. Each proxy or Ballot must be delivered to our Chief Financial Officer at Ashdar Building - 2nd Floor, 90 Yigal Alon Street, Tel Aviv, Israel, or by email to liorh@shahal.co.il, and received no later than forty-eight (48) hours and four (4) hours, respectively, prior to the scheduled date and time of the Meeting. The proxy, if executed and sent, should be in the name of a person who is attending the Meeting. The shareholder must also enclose a written confirmation from Computershare Schweiz AG as to its ownership of the shares on the Record Date. Such confirmation can be obtained from Computershare by mail at Computershare Schweiz AG, P.O. Box,

4601 Olten, Switzerland; by email at share.register@computershare.ch; or by telephone at +41 62 205 77 00.

We urge all of our shareholders to review our Annual Report on Form 20-F, as amended, for the fiscal year ended December 31, 2023, filed with the SEC on April 18, 2024, and as amended on July 24, 2024, and our reports on Form 6-K furnished to the SEC, all of which are available on our website at www.shl-telemedicine.com or on the SEC's website at www.sec.gov.

We look forward to greeting as many of you as can attend the Meeting.

Sincerely,

/s/ David Arnon

David Arnon

Chief Executive Officer

SHL TELEMEDICINE LTD.

____________________________________

Notice of Annual General Meeting of Shareholders

Ashdar Building - 2nd Floor, 90 Yigal Alon Street, Tel Aviv, Israel

Tel: +972-3-561-2212

____________________________________

NOTICE IS HEREBY GIVEN that an Annual General Meeting (the "Annual General Meeting", or the "Meeting") of shareholders of SHL Telemedicine Ltd. ("SHL" or the "Company") will be held on Wednesday, May 28, 2025, at 1:00 p.m. Israel time, at our offices at Ashdar Building - 2nd Floor, 90 Yigal Alon Street, Tel Aviv, Israel. This Notice is furnished to holders of our American Depositary Shares, each representing one (1) ordinary share (the "ADSs"), and holders of our ordinary shares, nominal value NIS 0.01 per share (the "ordinary shares", and together with the ADSs, the "shares"), collectively referred to as the "shareholders".

The Meeting is being called for the following purposes:

To report on the business of the Company for the year ended December 31, 2024 and review the 2024 financial statements;
To approve the reappointment of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, as the Company's independent registered public accounting firm until the next annual meeting of shareholders, and to authorize the Board, upon recommendation of the audit committee, to fix the remuneration of said independent registered public accounting firm;
To reelect our four current directors (excluding our two external directors, whose terms of office are not expiring at the Meeting and who are not up for reelection at the Meeting), each as a member of the board of directors of the Company (the "Board" or the "Board of Directors"), to serve until the next annual meeting of shareholders and until his successor has been duly elected and qualified or until his office is vacated in accordance with the Company's Articles of Association or the Israel Companies Law, 5759-1999 (the "Israel Companies Law") (a separate vote will be conducted with respect to approval of the resolution for each of the director-nominees);
To approve the payment of fees for consulting services to be provided to the Company by Dr. Itamar Offer (not in connection with his office as the Chairman of the Board);
To approve the payment of an annual cash bonus to Lior Haalman, the Company's Chief Financial Officer; and
To act upon any other matters that may properly come before the Annual General Meeting or any adjournment or postponement thereof.

The foregoing proposals are described in detail in the attached proxy statement (the "Proxy Statement") either enclosed herewith or made available by us, which we urge you to read in its entirety.

Our Board unanimously recommends that you vote "FOR" each of the above proposals.

Only holders of our ADSs and holders of our ordinary shares at the close of business on April 30, 2025 (the "Record Date") will be entitled to notice of, and, in respect of holders of our ordinary shares, to vote at the Meeting, or any adjournment or postponement thereof.

This Notice of Annual Meeting, the Proxy Statement and a voting instruction form for holders of ADSs is being mailed to all holders of ADSs, and this Notice of Annual Meeting, the Proxy Statement and a form of voting ballot (a "Ballot") for holders of ordinary shares is being made available to all holders of our ordinary shares on our website at https://www.shl- telemedicine.com/general-meeting and being furnished to the U.S. Securities and Exchange Commission (the "SEC") under cover of a Form 6-K, in each case on or about April 22, 2025.

To be able to vote in the Meeting, holders of our ADSs will receive a voting instruction form from The Bank of New York Mellon (which acts as the Depositary for the ADSs) or from their banks, brokers or other nominees, and must complete, date and sign the voting instruction form and return it in the manner specified on the voting instruction form so that it will be received no later than the date and time indicated thereon in order for the ADSs represented by such voting instruction form to be qualified to participate in the Meeting. For ADSs that are held in "street name" through a bank, broker or other nominee, the voting process will be based on the underlying beneficial holder of the ADSs directing the bank, broker or other nominee to arrange for BNY Mellon to vote the ordinary shares represented by the ADSs in accordance with the beneficial holder's voting instructions. Holders of our ordinary shares must be registered with our share register, Computershare Schweiz AG ("Computershare"), by the Record Date. To be registered with Computershare, such shareholder should request his or her custody bank to submit a registration request to Computershare through a SIX SIS Ltd. member institution. Once a shareholder is registered with Computershare, such shareholder can participate and vote in the Meeting by attending the meeting in person or by completing and returning to us a proxy or the Ballot available on our website at https://www.shl-telemedicine.com/general-meeting and on the website of the SEC at www.sec.gov. Kindly note that no hard copies will be mailed to holders of our ordinary shares, however if such a shareholder requests that we mail it hard copies of the materials we will do so at no charge. Each proxy or Ballot must be delivered to our Chief Financial Officer at Ashdar Building - 2nd Floor, 90 Yigal Alon Street, Tel Aviv, Israel, or by email to liorh@shahal.co.il, and received no later than forty-eight (48) hours and four (4) hours, respectively, prior to the scheduled date and time of the Meeting. The proxy or Ballot (as applicable), if executed and sent, should be in the name of a person who is attending the Meeting. The shareholder must also enclose a written confirmation from Computershare Schweiz AG as to its ownership of the shares on the Record Date. Such confirmation can be obtained from Computershare by mail at Computershare Schweiz AG, P.O. Box, 4601 Olten, Switzerland; by email at share.register@computershare.ch; or by telephone at +41 62 205 77 00.

Pursuant to the Israel Companies Law and the applicable regulations promulgated thereunder, shareholders wishing to express their position on the sole agenda item for the Meeting may do so by submitting a written statement (a "Shareholder Statement") to the Company's Chief Financial Officer at Ashdar Building - 2nd Floor, 90 Yigal Alon Street, Tel Aviv, Israel, or by email to liorh@shahal.co.il, no later than ten (10) days prior to the Meeting. If the Company chooses to issue a response to such Shareholder Statement, it will do so no later than five (5) days prior to the Meeting. Any Shareholder Statement or Company response will be published in a press release or a report of foreign private issuer on Form 6-K furnished to the SEC, and will be made

available on our website at https://www.shl-telemedicine.com/general-meeting and on the SEC's website at www.sec.gov.

Any Shareholder Statement must be written in a clear and simple language and include no more than 500 words per subject matter. It must set forth the identity of the shareholder submitting such statement, as well as such shareholder's percentage interest in the Company. A shareholder that is a corporate entity shall detail the identity of its controlling shareholder(s), as well as additional holdings (if any) of such controlling shareholder(s) in shares of the Company, to the best knowledge of the shareholder submitting the Shareholder Statement. A shareholder submitting the Shareholder Statement that acts in concert with others with respect to voting in shareholder meetings, whether in general or with respect to certain matter(s) on the agendas shall state that in the Shareholder Statement and describe such arrangements and the identity of the other applicable shareholders. Any shareholder (as well as any shareholder acting in concert with such shareholder) having a personal benefit or other interest in any matter on the agenda must describe the nature of such personal benefit or other interest.

Whether or not you plan to attend the Meeting, it is important that your shares be represented and voted at the Meeting. Accordingly, after reading the Notice and the Proxy Statement, if you hold ADSs (whether registered in your name or in "street name"), you are urged to promptly complete, date and sign the voting instruction form you will receive from The Bank of New York Mellon or from your bank, broker or other nominee and return it in the manner specified on the voting instruction form at your earliest convenience so that it will be received no later than the date and time indicated thereon. If you hold ordinary shares, you are urged to promptly complete, date and sign a proxy or the Ballot and return it in the manner described above. Return of your voting instruction from, proxy or Ballot (as applicable) does not deprive you of your right to revoke such voting instruction form, proxy or the Ballot (as applicable) or, in the case of holders of our ordinary shares, to attend the Meeting and vote your ordinary shares in person.

By Order of the Board of Directors,

/s/ David ArnonDavid Arnon

Chief Executive Officer

Tel Aviv, Israel

April 22, 2025

SHL TELEMEDICINE LTD.

Ashdar Building - 2nd Floor, 90 Yigal Alon Street, Tel Aviv, Israel

Tel: +972-9-972-3-561-2212

PROXY STATEMENT

ANNUAL GENERAL MEETING OF SHAREHOLDERS

ABOUT THE ANNUAL GENERAL MEETING

When and where is the Annual General Meeting of Shareholders being held?

The Meeting will be held on Wednesday, May 28, 2025, at 1:00 p.m. Israel time, at our offices at Ashdar Building - 2nd Floor, 90 Yigal Alon Street, Tel Aviv, Israel.

Who can attend the Meeting?

Holders of our ordinary shares may attend. Holders of our ADSs may attend the Meeting only by first surrendering the applicable ADSs and withdrawing the ordinary shares underlying such ADSs. Current proof of ownership of the Ordinary Shares, as well as a form of personal photo identification, must be presented in order to be admitted to the Meeting.

Who is entitled to vote?

Only shareholders at the close of business on April 30, 2025, the Record Date for the Meeting, are entitled to vote at the Meeting. Joint holders of shares should note that, pursuant to Article 26(d) of the Company's Amended and Restated Articles of Association, the right to vote at the Meeting will be conferred exclusively upon the "senior" among the joint owners attending the Meeting, in person or by proxy, and for this purpose, seniority will be determined by the order in which the names appear in the Company's register of shareholders.

HOW TO VOTE YOUR SHARES

How do I vote?

Shareholders holding ADSs. Shareholders who hold ADSs (whether registered in your name or in "street name") will receive a voting instruction form from The Bank of New York Mellon (which acts as the Depositary for the ADSs) or from their banks, brokers or other nominees, and are requested to promptly complete, date and sign the voting instruction form and return it in the manner specified on the voting instruction from at your earliest convenience so that it will be received no later than the date and time indicated thereon. For ADSs that are held in "street name" through a bank, broker or other nominee, the voting process will be based on the underlying beneficial holder of the ADSs directing the bank, broker or other nominee to arrange for BNY Mellon to vote the ordinary shares represented by the ADSs in accordance with the beneficial holder's voting instructions.

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Shareholders holding ordinary shares. To be able to participate and vote in the Meeting, a holder of our ordinary shares must be registered with Computershare, by the Record Date. To be registered with Computershare, such shareholder should request his or her custody bank to submit a registration request to Computershare through a SIX SIS Ltd. Member institution. Once a shareholder is registered with Computershare, such shareholder can participate and vote in the Meeting by attending the meeting in person or by completing and returning a proxy or the Ballot available on our website at https://www.shl-telemedicine.com/general-meeting and on the website of the SEC at www.sec.gov. Kindly note that no hard copies will be mailed to holders of our ordinary shares, however if such a shareholder requests that we mail it hard copies of the materials we will do so at no charge. Each proxy or Ballot must be delivered to our Chief Financial Officer at Ashdar Building - 2nd Floor, 90 Yigal Alon Street, Tel Aviv, Israel, or by email to liorh@shahal.co.il, and received no later than forty-eight (48) hours and four (4) hours, respectively, prior to the scheduled date and time of the Meeting. The proxy or Ballot (as applicable), if executed and sent, should be in the name of a person who is attending the Meeting. The shareholder must also enclose a written confirmation from Computershare Schweiz AG as to its ownership of the shares on the Record Date. Such confirmation can be obtained from Computershare by mail at Computershare Schweiz AG, P.O. Box, 4601 Olten, Switzerland; by email at share.register@computershare.ch; or by telephone at +41 62 205 77 00.

Does SHL recommend I vote in advance of the Meeting?

Yes. Even if you plan to attend the Meeting, SHL recommends that you vote your shares in advance so that your vote will be counted if you later decide not to attend the Meeting.

If I vote by voting instruction form, proxy or Ballot, can I change my vote or revoke my instructions?

Yes. You may change your instructions at any time prior to the Meeting. If you hold ADSs, you can revoke your voting instructions by filing with Bank of New York Mellon a written notice of revocation or a duly completed voting instruction form bearing a later date at any time before the deadline. If your ADSs are held in "street name," you may change your vote by submitting new voting instructions to your broker, bank, trustee or nominee prior to the applicable deadline. If you hold ordinary shares, you can provide a written notice of revocation or a duly completed proxy or Ballot bearing a later date prior to the applicable deadline for submitting a proxy or Ballot.

How are my votes cast when I submit a voting instruction form, proxy or Ballot?

If you hold ADSs and submit a voting instruction form, under the terms of the Deposit Agreement between the Company, The Bank of New York Mellon and the holders of the Company's ADSs, The Bank of New York Mellon will endeavor (insofar as is practicable) to vote or cause to be voted the number of shares represented by ADSs in accordance with the instructions provided by the holders of ADSs to The Bank of New York Mellon. For ADSs that are held in "street name" through a bank, broker or other nominee, the voting process will be based on the underlying beneficial holder of the ADSs directing the bank, broker or other nominee to arrange for The Bank of New York Mellon to vote the ordinary shares represented by the ADSs in accordance with the

beneficial holder's voting instructions. If no instructions are received by BNY Mellon from an ADS holder (whether held directly by a beneficial holder or in "street name") with respect to any of the ordinary shares represented by the ADSs on or before the date established by BNY Mellon for such purpose, BNY Mellon will not vote or attempt to vote the shares represented by such ADSs.

If you hold ordinary shares, when you submit a Ballot, your shares will be voted at the Meeting as you have instructed. If you submit a proxy, you appoint Amir Hai (our Chief Financial Officer), or such other person designed by you, as your representative at the Meeting and your shares will be voted in accordance with the sole and absolute discretion of your representative.

What does it mean if I receive more than one voting instruction form?

It means that you have multiple accounts at the transfer agent or with brokers. Please sign and return all voting instruction form to ensure that all of your shares are voted.

ABOUT THE VOTING PROCEDURE AT

THE ANNUAL GENERAL MEETING

What constitutes a quorum?

To conduct business at the Meeting, two or more shareholders must be present, in person or by proxy, holding shares conferring in the aggregate at least thirty-three and one/third percent (33-1/3%) of the voting power of the Company.
Ordinary shares represented in person or by proxy (including ordinary shares held by The Bank of New York Mellon as the Depositary of the ADSs and voted in accordance with the instructions of holders of ADSs) will be counted for purposes of determining whether a quorum exists. A "broker non-vote" occurs when a bank, broker or other holder of record holding shares for a beneficial owner submits a voting instruction form but does not vote on a particular proposal because that holder does not have discretionary voting power for that particular item and has not received instructions from the beneficial owner. Abstentions and broker non-votes will be counted as present in determining if a quorum is present.

What happens if a quorum is not present?

If a quorum is not present within half an hour from the time appointed for the meeting, the Meeting will be adjourned to 5:30 p.m. Israel time on the same day, at the same place, and at such adjourned meeting any two shareholders will constitute a quorum.

How will votes be counted?

Each outstanding ordinary share is entitled to one (1) vote, and each outstanding ADS is entitled to one (1) vote for each ordinary share represented thereby. The Company's Amended and Restated Articles of Association do not provide for cumulative voting. On all matters considered at the Meeting, abstentions and broker non-votes will not be treated as either a vote "FOR" or "AGAINST" the matter.

What are the requirements for approval of each of the proposals?

Each of the proposed resolutions requires the affirmative vote of a simple majority of our ordinary shares cast in person or by proxy at the Meeting on the proposal (an "Ordinary Majority"). In addition, under Israeli law Proposal 5 requires, in addition to an Ordinary Majority, that either (1) a simple majority of shares voted at the Meeting, excluding the shares of controlling shareholders and of shareholders who have a personal interest in the approval of the resolution, be voted "FOR" the proposed resolution, or (2) the total number of shares of non-controllingshareholders and of shareholders who do not have a personal interest in the resolution voted against approval of the resolution does not exceed two percent of the outstanding voting power in the Company. The terms "Controlling Shareholder" and "personal interest" are defined below under Proposal 5.

How will my shares be voted if I do not provide instructions on the voting instruction form, proxy or Ballot (as applicable)?

If you are a beneficial owner of ordinary shares and return your Ballot but do not specify how you want to vote, your shares will be included in determining the presence of a quorum at the Meeting but will be deemed to have abstained from any vote on any matter to be considered at the Meeting. If you are a holder of ordinary shares and submit a proxy, your shares will be voted in the sole and absolute discretion of your representative.
If you are a holder of ADSs (whether directly or in "street name") and do not specify on your voting instruction form how you want to vote the shares underlying your ADSs or do not return your voting instruction form on or before the date established by Bank of New York Mellon for such purpose, Bank of New York Mellon will not vote or attempt to vote the shares represented by your ADSs.

HOW TO FIND VOTING RESULTS

Where do I find the voting results of the Annual General Meeting?

We plan to announce preliminary voting results at the Meeting and to report the final voting results following the Meeting in a Report of Foreign Private Issuer on Form 6- K that we will furnish to the SEC.

SOLICITATION OF PROXIES

Who will bear the costs of solicitation of proxies and voting instruction forms for the Annual General Meeting?

The Company will bear the costs of solicitation of proxies and voting instruction forms for the Meeting. In addition to solicitation by mail, directors, officers and employees of the Company may solicit proxies and voting instruction forms from shareholders by telephone, personal interview or otherwise. Such directors, officers and employees will not receive additional compensation, but may be reimbursed for reasonable out-of- pocket expenses in connection with such solicitation. Brokers, nominees, fiduciaries and other custodians have been requested to forward soliciting material to the beneficial

owners of ordinary shares held of record by them, and such custodians will be reimbursed by the Company for their reasonable out-of-pocket expenses. The Company may also retain an independent advisor to assist in the solicitation of proxies. If retained for such services, the costs will be paid by the Company.

AVAILABILITY OF PROXY MATERIALS

Copies of the Notice of the Annual General Meeting, this Proxy Statement, the voting instruction form and the Ballot are available at the "Investors" portion of our website at https://www.shl-telemedicine.com/general-meeting/. The contents of that website are not a part of this Proxy Statement.

SHARES OUTSTANDING

As of April 15, 2025, we had 16,392,754 ordinary shares outstanding (which includes ordinary shares underlying the ADSs outstanding as of such date). SIX SIS AG acts as a nominee on behalf of any person registered in the share register maintained by Computershare with respect to shares traded on the SIX Swiss Exchange Ltd. (the "SIX"), and Computershare serves as the share register for our ordinary shares.