Brainsway Ltd.

Proxy Solicitation & Information Statement • May 10, 2024

Brainsway Ltd.

Proxy Card

Owners of record on May 8, 2024 (the "Record Date") of Ordinary Shares of Brainsway Ltd. (the "Company") are hereby notified of an upcoming annual general meeting of the Company to be held on Monday June 17, 2024 in Israel (the "Annual Meeting").

Shareholders registered in the Company's shareholders register in Israel and shareholders who hold shares through members of the Tel-Aviv Stock Exchange may vote through the proxy card by completing, dating, signing and sending the proxy to the Company's offices so that it is received by the Company no later than Friday, June 14, 2024, at 11:00 a.m. Israel time. Shareholders registered in the Company's shareholders register in Israel and shareholders who hold shares through members of the Tel-Aviv Stock Exchange who vote their shares by proxy must also provide the Company with a copy of their identity card, passport or certification of incorporation, as the case may be. Shareholders who hold shares through members of the Tel-Aviv Stock Exchange and intend to vote their shares either in person or by proxy must deliver the Company, no later than Friday, June 14, 2024, at 11:00 a.m. Israel time, an ownership certificate confirming their ownership of the Company's shares on the Record Date, which certificate must be approved by a recognized financial institution, as required by the Israeli Companies Regulations (Proof of Ownership of Shares for Voting at Annual Meeting) of 2000, as amended. Alternatively, shareholders who hold shares through members of the Tel-Aviv Stock Exchange may vote electronically via the electronic voting system of the Israel Securities Authority up to six hours before the time fixed for the Annual Meeting (i.e., 9:00 a.m. Israel time on June 17, 2024). You should receive instructions about electronic voting from the Tel-Aviv Stock Exchange member through which you hold your shares.

If you have any questions, need assistance in voting, or need additional material, please contact our general counsel and company secretary by email: mklein@brainsway.com

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Brainsway Ltd. Dated: May 8, 2024

ANNUAL GENERAL MEETING OF BRAINSWAY LTD.

TO: Brainsway Ltd. Fax Number: +972-2-581-2517 Email: mklein@brainsway.com Telephone Number: +972-2-647-6003 Annual General Meeting to be held on June 17, 2024
FROM:
Company/Individual Name
SIGNATURE:
Authorized Signatory Name, Signature
CONTACT INFO:
Telephone Number/ E-mail Address
TOTAL NUMBER ORDINARY SHARES HELD AS OF MAY 8, 2024, (all of them being voted):
DATE:

Brainsway Ltd. Annual General Meeting June 17, 2024

The above-noted holder of Ordinary Shares of Brainsway Ltd. (the "Company") hereby requests and instructs Mr. Ami Boehm to endeavor insofar as practicable, to vote or cause to be voted the number of Ordinary Shares held as of close of business on May 8, 2024 at the Annual General Meeting of the Company to be held in Israel on June 17, 2024 at 3:00p.m. Israel time in respect of the following resolutions:

THIS FORM MUST BE RECEIVED (AFTER COMPLETION) BY
11:00A.M. ISRAEL TIME ON JUNE 14, 2024 (OR IF VOTED ELECTRONICALLY BY 9:00A.M. ISRAEL TIME ON JUNE 17, 2024) IN ORDER TO
BE VALID

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ANNUAL GENERAL MEETING OF BRAINSWAY LTD.

		year 2023 and for an additional period until the next annual general meeting and to authorize the Board of Directors to determine their compensation for the year.
FOR	AGAINST	ABSTAIN
		2a. RESOLVED, that Mr. Ami Boehm be, and hereby is, elected to hold office as a director of the Company until the next annual general meeting of the Company.
FOR	AGAINST	ABSTAIN
		2b. RESOLVED, that Dr. David Zacut be, and hereby is, elected to hold office as a director of the Company until the next annual general meeting of the Company.
FOR	AGAINST	ABSTAIN
		2c. RESOLVED, that Mr. Avner Hagai be, and hereby is, elected to hold office as a director of the Company until the next annual general meeting of the Company.
FOR	AGAINST	ABSTAIN
		2d. RESOLVED, that Ms. Eti Mitrany be, and hereby is, elected to hold office as a director of the Company until the next annual general meeting of the Company.
FOR	AGAINST	ABSTAIN
		2e. RESOLVED, that Ms. Karen Sarid be, and hereby is, elected to hold office as a director of the Company until the next annual general meeting of the Company.
FOR	AGAINST	ABSTAIN
		2f. RESOLVED, that Prof. Avraham Zangen be, and hereby is, elected to hold office as a director of the Company until the next annual general meeting of the Company.
FOR	AGAINST	ABSTAIN
		2g. RESOLVED, that Mr. Yossi Ben Shalom be, and hereby is, elected to hold office as a director of the Company until the next annual general meeting of the Company.
FOR	AGAINST	ABSTAIN
		2h. RESOLVED, that Mr. Avner Lushi be, and hereby is, elected to hold office as a director of the Company until the next annual general meeting of the Company.
FOR	AGAINST	ABSTAIN

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	FOR	AGAINST	ABSTAIN
Statement.			4. RESOLVED, to approve the grant of equity in the form of options and restricted share units to the directors of the Company on the terms described in the Proxy
	FOR	AGAINST	ABSTAIN
			5. RESOLVED, to approve a grant of equity to Mr. Hadar Levy, the Company's Chief Executive Officer, on the terms described in the Proxy Statement.
	FOR	AGAINST	ABSTAIN
			5a. Are you a controlling shareholder or do you have a personal interest in approval of proposal 5 above? (Response required for vote to be counted.)
		☐ YES ☐ NO
If y ou are not a controlling shareholder and you do not have personal interest, please mark – NO. 6. RESOLVED, to approve the Compensation Policy of the Company as set forth in the Proxy Statement.
	FOR	AGAINST	ABSTAIN
			6a. Are you a controlling shareholder or do you have a personal interest in approval of proposal 6 above? (Response required for vote to be counted.)
If y ou are not a controlling shareholder and you do not have personal interest, please mark – NO.

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End of resolutions