S H L TELEMEDICINE LTD.
(the "Company")
PROXY FOR THE ANNUAL GENERAL MEETING
The undersigned hereby appoints Mr./Ms. _________________________ or Mr. Lior Haalman
(CFO) as the undersigned's proxy ("Undersigned's Proxy") for the purpose of the Annual General Meeting of the Shareholders of the Company, to be held on May 28, 2025 at 1:00 p.m. (Israel time) at the Company's registered office, located at 90 Yigal Alon Street, Ashdar Building, Tel-Aviv, and at any adjournment thereof (the "Annual General Meeting"), and hereby authorizes the aforementioned proxy to represent the undersigned in the Annual General Meeting and any adjourned meeting and:
to vote [________] out of [________] of the ordinary shares of the Company registered in the
name of the undersigned, or on its behalf, with Computershare Schweiz AG, in all votes taken at the Annual General Meeting or any adjournment thereof according to the undersigned's following
instructions:
Resolution Number | Manner of vote1 | Are | you a | |||||||
controlling | ||||||||||
Shareholder | ||||||||||
or do you have | ||||||||||
a | Personal | |||||||||
interest in the | ||||||||||
resolution?2 | ||||||||||
Yes | No | Abstained | Yes* | No | ||||||
Resolution 2 - 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. | ||||||||||
Resolution 3 - The re-election to the | ||||||||||
Board (until the next Annual General | ||||||||||
Meeting) of: | ||||||||||
- Failure to check this box shall be deemed an abstaining vote.
- In the event you either fail to check this box or mark "yes" but fail to describe the nature of your personal interest, your vote shall not be counted.
(1) Prof. Amir Lerman
(2) Mr. Ido Nouberger
(3) Dr. Itamar Offer
(4) Mr. Nir Rotenberg
Resolution 4 -The approval of 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).
Resolution 5 - The approval of payment of an annual cash bonus to Lior Haalman, the Company's Chief Financial Officer.
-
Please describe:
______________________________________________________________________________
__________________________________________.
to authorize the Undersigned's Proxy to vote [________] out of [________] of the ordinary shares
of the Company registered in the name of the undersigned according to the Undersigned's Proxy's
sole and absolute discretion.
The appointment of the aforementioned proxy/proxies will not affect the undersigned's right to vote
in person, if it is present at the respective meeting.
_______________________________________
)Full name of Person registered with Computershare Schweiz AG(
Signature∗:________________________
Date: _____________________________
Number of Shares: __________________
- when signing as attorney, executor, administrator, trustee or guardian, please state your title as such. If a corporation, please sign in full corporate name by president or another authorized officer. If a partnership, please sign in partnership name by authorized person.