Shl Telemedicine Ltd.SIX: SHLTN

Sgm – written proxy

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SHL TELEMEDICINE LTD.

(the "Company")

PROXY FOR THE SPECIAL GENERAL MEETING OF SHAREHOLDERS

The undersigned hereby appoints Mr./Ms. ________________________ , Israeli ID No.

_________________, as the undersigned's proxy ("Undersigned's Proxy") for the purpose of the

Special General Meeting of the Shareholders of the Company, to be held on December 10, 2024 at 5:00 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 "Meeting"), and hereby authorizes the aforementioned proxy to represent the undersigned in the Meeting and any adjourned meeting and either:

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 Meeting or any adjournment thereof according to the undersigned's following instructions:

Resolution Number

Manner of Vote1

Yes

No

Abstained

Proposal 1 - To elect Orna Carni as an external director of the Company for a term of three years commencing as of the Special General Meeting or until her office is vacated in accordance with the Company's Amended and Restated Articles of Association or the Israel Companies Law, 5759-1999.

_____________________________________________________________________________

OR:

to authorize the Undersigned's Proxy 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 Meeting or any adjournment thereof, according to the Undersigned's Proxy's sole and absolute discretion.

  • Failure to check this box shall be deemed an abstaining vote.

The Israel Companies Law requires that each shareholder voting on the proposal indicate whether or not the shareholder is a controlling shareholder or has a personal interest (as each such term is defined in the Israeli Companies Law and as described in the Proxy Statement for the Special General Meeting) in the proposed resolution. To avoid confusion, every shareholder will be deemed to confirm to the Company that such shareholder is NOT a controlling shareholder and does NOT have a personal interest. If you are a controlling shareholder or have a personal interest (in which case your vote will count only for or against the Ordinary Majority and not for or against the Special Majority (as each such term is defined in the Proxy Statement for the Special General Meeting) required for approval of Proposal 1), please notify the Company's Chief Financial Officer by email at amirh@shahal.co.il. If your shares are held in "street name" by your broker, bank or other nominee and you are a controlling shareholder or have a personal interest, you should notify your broker, bank or other nominee of that status, and they in turn should notify the Company as described in the preceding sentence.

The appointment of the aforementioned proxy 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.