Sisram Medical Ltd — Proxy Solicitation & Information Statement 2017

Nov 14, 2017

Sisram Medical Ltd

(Incorporated in Israel with limited liability)

(Stock Code: 1696)

FORM OF PROXY FOR THE EXTRAORDINARY GENERAL MEETING ON 22 DECEMBER 2017

Number of Shares to which this form of proxy relates [(Note][1)]

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I/We [(Note2)]

of

being the registered holder(s) of Shares in the issued share capital of Sisram Medical Ltd (the “ Company ”) hereby appoint the Chairman of the meeting [(Note][3)] or

of

as my/our proxy to attend, speak and vote for me/us and on my/our behalf as directed below at the extraordinary general meeting (the “ Meeting ”) of the Company to be held at Meeting Room, 2nd Floor, Building A, No. 1289 Yishan Road, Shanghai, the PRC on Friday, 22 December 2017 at 2:00 p.m., and at any adjournment thereof.

Please tick (“�”) the appropriate boxes to indicate how you wish your vote(s) to be cast [(Note][4)] and to declare whether you have a personal interest in the relevant resolutions.

	ORDINARY RESOLUTIONS FOR AGAINST ABSTAIN	Personal Interest Declaration(Note 5) Yes No
	1. To consider and approve the appointment of Mr. Heung Sang Addy FONG as external director of the Company.(Note 6)
	2. To consider and approve the appointment of Mr. Chi Fung Leo CHAN as external director of the Company.(Note 6)

Signature(s) [(Note][7)]

Date: 2017

Notes:

1. Please insert the number of Shares to which this form of proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the Shares of the Company registered in your name(s). If more than one proxy is appointed, the number of Shares in respect of which each such proxy so appointed must be specified.

2. Full name(s) and address(es) to be inserted in BLOCK CAPITALS.

3. If any proxy other than the Chairman of the Meeting is preferred, please strike out the words “the Chairman of the meeting” and insert the name and address of the proxy desired in the space provided. Any shareholder of the Company (the “ Shareholder ”) entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and vote on behalf of him. A proxy need not be a Shareholder. Every Shareholder present in person or by proxy shall be entitled to one vote for each Share held by him.

4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE TICK (“ � ”) THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE TICK (“ � ”) THE BOX MARKED “AGAINST”. IF YOU WISH TO ABSTAIN FROM VOTING ON A RESOLUTION, PLEASE TICK (“ � ”) THE BOX MARKED “ABSTAIN”. THE SHARES ABSTAINED WILL BE COUNTED IN THE CALCULATION OF THE REQUIRED QUORUM OF THE MEETING BUT WILL NOT BE COUNTED IN THE CALCULATION OF THE REQUIRED MAJORITY. IF YOU WISH TO VOTE PART OF YOUR SHARES FOR AND PART OF YOUR SHARES AGAINST THE RESOLUTION, PLEASE INSERT THE NUMBER OF SHARES IN THE RELEVANT BOX. THE VOTING INSTRUCTIONS MUST BE CLEAR AND UNAMBIGUOUS AND LEAVE NO DISCRETION TO THE PROXY.

5. IMPORTANT NOTICE : Under the Israeli Companies Law, Shareholders have to declare to the Company whether they have a personal interest in the resolutions referred to above. Any Shareholder for whose benefit Shares are registered with a CCASS participant (or who is himself/herself/itself a CCASS investor participant) and whose underlying Shares have been deposited into CCASS and registered in the name of HKSCC Nominees Limited (“ HKSCCN ”) is required to include with his/her/its voting instructions to the CCASS participant or HKSCCN (as the case may be) a declaration of whether or not he/she/it has a personal interest in the resolutions to be proposed at the Meeting (including whether or not he/she/it is a controlling shareholder). Votes which are not accompanied by the personal interest declaration (i.e. for which “yes” or “no” is not marked, or for which both “yes” and “no” are marked) will be ignored and will not be counted.

6. Being a controlling shareholder, or having an interest arising from your connection with a controlling shareholder, constitute having a personal interest for the purpose of the Personal Interest Declaration with respect to this resolution. For the purpose of this document, the term “controlling shareholder” refers to a “Controlling Shareholder” as defined in the Israeli Companies Law, which is any Shareholder (or group of Shareholders acting in concert) who has the ability to direct the affairs of the Company, including any who holds at least 25% of the voting rights if no other Shareholder holds over 50% of the voting rights.

7. This form of proxy must be signed by you or your attorney duly authorized in writing. In case of a corporation, the same must be either under its common seal or under the hand of an officer or attorney so authorized. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

8. In case of joint holders, any one of such persons may vote, but if more than one of such persons is present at the Meeting, the person whose name stands first on the register of members of the Company shall alone be entitled to vote.

9. In order to be valid, this form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a copy thereof, must be deposited at the Company’s share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof. Completion and delivery of the form of proxy will not preclude you from attending and voting at the Meeting if you so wish.