Sisram Medical Ltd — Proxy Solicitation & Information Statement 2021

May 24, 2021

**Sisram Medical Ltd 復 醫療科技有限公司 ***

(Incorporated in Israel with limited liability)

(Stock code: 1696)

FORM OF PROXY FOR THE EXTRAORDINARY GENERAL MEETING ON

WEDNESDAY, 30 JUNE 2021

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

I/We [(Note][2)]

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 (Note 3) meeting or

of

as my/our proxy to attend, act 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 Unit 1603-1604, 16/F, Causeway Bay Plaza I, 489 Hennessy Road, Causeway Bay, Hong Kong on Wednesday, 30 June 2021 at 4:00 p.m. (or as soon as after the conclusion of the Annual General Meeting to be held at 3:00 p.m. on the same day, or at any adjournment thereof). Please tick (“�”) the appropriate boxes to indicate how you wish your vote(s) to be cast [(Note][4)] .

		ORDINARY RESOLUTION FOR AGAINST ABSTAIN	ORDINARY RESOLUTION FOR AGAINST ABSTAIN	Personal Interest Declaration(Note 5) Yes No
	1.	To consider and, if thought fit, approve the Sale and Purchase Agreement and the Proposed Acquisition (each as defined in the circular of the Company dated 25 May 2021), and to authorise any director of the Company to exercise all powers which they consider necessary and do such other acts and things and execute such other documents which in their opinion may be necessary or desirable to implement the transactions contemplated under the Sale and Purchase Agreement.
	Date:	Signature(s)(Note 7)

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 entitled to attend and vote at the Meeting is entitled to appoint a proxy or more than one proxy if he/she holds more than one share to attend and on a poll, vote instead of him/her. A proxy need not be a shareholder of the Company. Every shareholder present in person or by proxy shall be entitled to one vote for each share held by him/her.

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. If no direction is given, your proxy will vote or abstain at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the Meeting other than those referred to in the notice convening the Meeting.

5. IMPORTANT NOTICE : Under the Israeli Companies Law, shareholders of the Company have to declare to the Company whether they have a personal interest in the resolution referred to above. Any shareholder of the Company for whose benefit shares of the Company 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 resolution 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 the resolution. For the purpose of this form, the term “controlling shareholder” refers to a “Controlling Shareholder” as defined in the Israeli Companies Law, which is any shareholder of the Company (or group of shareholders of the Company 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 of the Company 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, 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 certified copy thereof, must be deposited at the Company’s share registrar in Hong Kong, 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 the Meeting or the adjourned meeting (as the case may be) (i.e. not later than 4:00 p.m. on Monday, 28 June 2021 (Hong Kong time)).

10. Completion and delivery of the form of proxy will not preclude you from attending and voting at the Meeting if you so wish. 11. References to time and dates in this form of proxy are to Hong Kong time and dates.

PERSONAL INFORMATION COLLECTION STATEMENT

Your supply of your and your proxy’s (or proxies’) name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the Meeting (the ‘Purposes’). We may transfer your and your proxy’s (or proxies’) name(s) and address(es) to our agent, contractor, or third party service provider who provides administrative, computer and other services to us for use in connection with the Purposes and to such parties who are authorised by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy’s (or proxies’) name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. Request for access to and/or correction of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to the Company’s Principal Place of Business in Hong Kong at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong.

• For identification purpose only