Vaxil Bio Ltd. — Proxy Solicitation & Information Statement 2025

Feb 28, 2025

VAXIL VAXIL BIO THERAPEUTICS

Vaxil Bio Ltd.

ODYSSEY

Form of Proxy – Annual and Special Meeting to be held on March 31, 2025

Trader's Bank Building
702, 67 Yonge St.
Toronto, ON M5E 1J8

Appointment of Proxyholder

I/We being the undersigned holder(s) of Vaxil Bio Ltd. hereby appoint Gadi Levin or failing this person, Daniel Bloch (the “Management Nominees”)

OR

Print the name of the person you are appointing if this person is someone other than the Management Nominees listed herein:

as my/our proxyholder with full power of substitution and to attend, act, and to vote for and on behalf of the holder in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and all other matters that may properly come before the Annual and Special Meeting of Vaxil Bio Ltd. (the “Meeting”) to be held virtually on March 31, 2025 at 10:00 a.m. (Toronto time) or at any adjournment thereof.

1. Number of Directors. To fix the board of directors of the Company at four and to authorize the Board, at its sole discretion, to increase the number of directors on the Board from four to six at any time after the Meeting and prior to the next annual meeting of shareholders.

For ☐ Against ☐

1. Election of Directors.

a. Gadi Levin
b. Ari Kellen
For ☐ Withhold ☐

a. Gadi Levin
b. Ari Kellen
For ☐ Withhold ☐

c. Shawn Langer
For ☐ Withhold ☐

d. Daniel Bloch
For ☐ Withhold ☐

1. Appointment of Auditors. To appoint Zeifmans LLP as auditor of the Company for the ensuing year and authorize the board of directors to fix the auditor's remuneration.

2. Stock Option Plan. To consider and, if thought fit, to pass with or without variation, an ordinary resolution confirming, authorizing and approving the Company's stock option plan, as more particularly described in the accompanying management information circular.

3. Share Consolidation. To consider and, if thought appropriate, to pass with or without variation, a special resolution authorizing and approving the directors to effect a consolidation of the common shares in the capital of the Corporation on the basis of 150 (one hundred and fifty) pre-Consolidation Shares for one (1) post-Consolidation Share, or such other consolidation ratio as determined by the Board at its sole discretion, as more particularly described in the accompanying management information Circular.

Authorized Signature(s) – This section must be completed for your instructions to be executed.

I/we authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, this Proxy will be voted as recommended by Management.

Interim Financial Statements – Check the box to the right if you would like to RECEIVE interim financial statements and accompanying Management's Discussion & Analysis by mail. See reverse for instructions to sign up for delivery by email.

Signature(s): ____
Date ____

MM / DD / YY

Annual Financial Statements – Check the box to the right if you would like to RECEIVE the Annual Financial Statements and accompanying Management's Discussion and Analysis by mail. See reverse for instructions to sign up for delivery by email.

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INSTEAD OF MAILING THIS PROXY, YOU MAY SUBMIT YOUR PROXY USING SECURE ONLINE VOTING AVAILABLE ANYTIME:
This form of proxy is solicited by and on behalf of Management. Proxies must be received by 10:00 am ET, on March 27, 2025.

Notes to Proxy

1. Each holder has the right to appoint a person, who need not be a holder, to attend and represent them at the Meeting. If you wish to appoint a person other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided on the reverse.
2. If the securities are registered in the name of more than one holder (for example, joint ownership, trustees, executors, etc.) then all of the registered owners must sign this proxy in the space provided on the reverse. If you are voting on behalf of a corporation or another individual, you may be required to provide documentation evidencing your power to sign this proxy with signing capacity stated.
3. This proxy should be signed in the exact manner as the name appears on the proxy.
4. If this proxy is not dated, it will be deemed to bear the date on which it is mailed by Management to the holder.
5. The securities represented by this proxy will be voted as directed by the holder; however, if such a direction is not made in respect of any matter, this proxy will be voted as recommended by Management.
6. The securities represented by this proxy will be voted or withheld from voting, in accordance with the instructions of the holder, on any ballot that may be called for and, if the holder has specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.
7. This proxy confers discretionary authority in respect of amendments to matters identified in the Notice of Meeting or other matters that may properly come before the meeting.
8. This proxy should be read in conjunction with the accompanying documentation provided by Management.

To Vote Your Proxy Online please visit:
https://vote.odysseytrust.com

You will require the CONTROL NUMBER printed with your address to the right.

If you vote by Internet, do not mail this proxy.

To request the receipt of future documents via email and/or to sign up for Securityholder Online services, you may contact Odyssey Trust Company at https://odysseytrust.com/ca-en/help/.

Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual. A return envelope has been enclosed for voting by mail.