Sisram Medical Ltd — Proxy Solicitation & Information Statement 2023

May 23, 2023

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 ANNUAL GENERAL MEETING ON WEDNESDAY, 28 JUNE 2023

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

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, act and vote for me/us and on my/our behalf as directed below at the annual general meeting (the “Meeting”) of the Company to be held at Function Room 35B & 35C, Level 35, Two Pacific Place, No. 88 Queensway, Admiralty, Hong Kong on Wednesday, 28 June 2023 at 4:00 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)] .

		ORDINARY RESOLUTIONS FOR AG	AINST ABSTAIN	AINST ABSTAIN
	1.	To receive the audited consolidated financial statements and the reports of the directors and auditors for the year ended 31 December 2022.
	2.	To re-elect Mr. Lior Moshe DAYAN as an executive director of the Company.
	3.	To re-appoint Ernst & Young as auditors of the Company and to authorize the board of directors of the Company to fix their remuneration.
	4.	To give a general mandate to the directors of the Company to buy back shares of the Company not exceeding 10% of the total number of issued shares of the Company as at the date of passing of this resolution.
	5.	To give a general mandate to the directors of the Company to issue, allot and deal with additional shares of the Company not exceeding 20% of the total number of issued shares of the Company as at the date of passing of this resolution.
	6.	To extend the general mandate granted to the directors of the Company to issue, allot and deal with additional shares in the capital of the Company by the aggregate number of the shares bought back by the Company.
	7.	To re-appoint Mr. Heung Sang Addy FONG as an external director of the Company.
	8.	To re-appoint Mr. Chi Fung Leo CHAN as an external director of the Company.
		SPECIAL RESOLUTION
	9.	To approve the proposed amendments to the existing articles of association of the Company and the proposed adoption of the amended and restated articles of association of the Company.
	Date: Notes: 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11.	Signature(s)(Note 5): 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 re more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified. Full name(s) and address(es) to be inserted in BLOCK CAPITALS. If any proxy other than the Chairman of the Meeting is preferred, please strike out the words “the Chairman of the meeting” and insert th 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 A proxy needs not be a shareholder of the Company. Every shareholder present in person or by proxy shall be entitled to one vote for IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE TICK (“�”) THE BOX MARKED “FOR”. IF YOU WIS THE BOX MARKED “AGAINST”. IF YOU WISH TO ABSTAIN FROM VOTING ON A RESOLUTION, PLEASE TICK (“�”) WILL BE COUNTED IN THE CALCULATION OF THE REQUIRED QUORUM OF THE MEETING BUT WILL NOT BE COUNT IF YOU WISH TO VOTE PART OF YOUR SHARES FOR AND PART OF YOUR SHARES AGAINST THE RESOLUTION, PLEA 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 discr referred to in the notice convening the Meeting. IMPORTANT NOTICE: Under the Israeli Companies Law, shareholders of the Company have to declare to the Company whether they h Any shareholder of the Company for whose benefit shares of the Company are registered with a CCASS participant (or who is himself/hers have been deposited into CCASS and registered in the name of HKSCC Nominees Limited (“HKSCCN”) is required to include with hi (as the case may be) a declaration of whether or not he/she/it has a personal interest in the relevant resolutions to be proposed at the Meet Votes which are not accompanied by the personal interest declaration (i.e. for which “yes” or “no” is not marked, or for which b counted. Being a controlling shareholder, or having an interest arising from your connection with a controlling shareholder, constitute having a p with respect to relevant resolutions. For the purpose of this form, the term “controlling shareholder” refers to a “Controlling 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, in shareholder of the Company holds over 50% of the voting rights. 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 so authorized. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGN 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 Company shall alone be entitled to vote. 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 certifi in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wancha the Meeting or the adjourned meeting (as the case may be) (i.e. not later than 4:00 p.m. on Monday, 26 June 2023 (Hong Kong time)). Completion and delivery of the form of proxy will not preclude you from attending and voting at the Meeting if you so wish. References to time and dates in this form of proxy are to Hong Kong time and dates.
			late to all the shares of the C e name and address of the pr more than one share to attend each share held by him/her. H TO VOTE AGAINST A R THE BOX MARKED “ABS ED IN THE CALCULATIO SE INSERT THE NUMBE etion on any resolution prope ave a personal interest in the elf/itself a CCASS investor pa s/her/its voting instructions t ing (including whether or not oth “yes” and “no” are ma ersonal interest for the purpo as defined in the Israeli Co cluding any who holds at lea under its common seal or u S IT. person whose name stands ed copy thereof, must be dep i, Hong Kong not less than

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 5/F, Manulife Place, 348 Kwun Tong Road, Kowloon, Hong Kong.

* For identification purpose only