G Medical Innovations : GMVD – Proxy Card for Extraordinary Meeting of Shareholders to be held November 15 2022

G MEDICAL INNOVATIONS HOLDINGS LTD. (Incorporated in the Cayman Islands with limited liability) (Nasdaq: GMVD)

____________________

PROXY STATEMENT

____________________

EXTRAORDINARY GENERAL MEETING

To Be Held on November 15, 2022

This Proxy Statement is furnished to the members (the "Shareholders") of record at the close of business on October 24, 2022 (the "Record Date") of G Medical Innovations Holdings Ltd. ("we" or the "Company") in connection with the solicitation by the Company's Board of Directors (the "Board") of proxies for use at the extraordinary general meeting (the "EGM") of the Company and at any adjourned meeting thereof pursuant to the accompanying Notice of Extraordinary General Meeting. The EGM will be held at the physical location of the Chairman and virtually on November 15, 2022 at 5:00pm (Israel time).

The full proxy materials, including an electronic version of this Notice of Extraordinary General Meeting, are available to you to at https://gmedinnovations.com/investors#irm-content.

SOLICITATION OF PROXIES

It is proposed that the EGM be held for the following purposes:

1. To inform shareholders that the Company is proposing to consolidate the existing ordinary shares of the Company.
2. To inform shareholders that the Company is proposing to increase the authorised share capital of the Company.
3. To approve the amendment and restatement of the memorandum and articles of association of the Company to reflect the above.

The Company is currently not aware of any other matters that will come before the EGM. If any other matters properly come before the EGM, the persons designated as proxies intend to vote thereon in accordance with their best judgment on such matters.

Shareholders may elect to vote their shares once, either by attending the EGM virtually, or by appointing a duly executed proxy as detailed below.

A Form of Proxy for use at the EGM are available to you to at https://gmedinnovations.com/investors#irm-content. Shareholders may revoke the authority granted by their execution of proxies at any time before the effective exercise thereof by filing with the Company a written notice of revocation or duly executed proxy bearing a later date. All valid proxies received at least 48 hours prior to the EGM will be voted in accordance with the instructions specified by the Shareholder. If a proxy card is returned without instructions, the persons named as proxy holders on the proxy card will vote in accordance with the recommendations of the Board of Directors, as described above. If specification is made by a shareholder on the Form of Proxy, the ordinary shares represented thereby will be voted in accordance with such specification. On all matters considered at the EGM, abstentions and broker non-votes will be treated as neither a vote "for" nor "against" the matter, although they will be counted in determining if a quorum is present.

Proxies for use at the EGM are being solicited by the Board of Directors of the Company. A notice and information regarding the availability and accessing proxy materials for the EGM is being mailed to Shareholders on or about October 31, 2022 and will be solicited chiefly by mail and through the internet; however, certain officers, directors, employees and agents of the Company, none of whom will receive additional compensation therefor, may solicit proxies by telephone, fax, e-mail or other personal contact. The Company will bear the cost for the solicitation of the proxies, including postage, printing and handling, and will reimburse the reasonable expenses of brokerage firms and others for forwarding material to the beneficial owners of shares.

3

RECORD DATE; OUTSTANDING VOTING SECURITIES; VOTING RIGHTS

Only Shareholders of record at the close of business on October 24, 2022, will be entitled to notice of, and to vote at, the EGM and any adjournments or postponements thereof. As of the Record Date, there were 29,068,162 ordinary shares issued and outstanding and entitled to vote at the EGM.

No business shall be transacted at the EGM unless a quorum is present. A quorum is twenty five percent (25%) of Shareholders present in person or by proxy or by a duly authorised representative and entitled to vote on the business being transacted.

If a quorum is not present within half an hour from the time appointed for the meeting to commence or if during such a meeting a quorum ceases to be present, the meeting shall stand adjourned to the same day in the next week at the same time and/or place or to such other day, time and/or place as the Company's directors may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting to commence, the shareholders present shall be a quorum.

PROPOSALS FOR THE EGM

ITEM 1 - SHARE CONSOLIDATION

Proposal No. 1 - To consolidate the ordinary shares of the Company

Resolution 1 seeks Shareholder approval for the consolidation of Shares on a 30 to 1 basis such that every 30 Shares of the Company, including those held by Shareholders, would be consolidated into 1 Share (the "Consolidation").

As the Consolidation applies equally to all Shareholders (subject only to the rounding of fractions), it will have no material effect on the percentage interest of each Shareholder of the Company. Further, the aggregate value of each Shareholder's proportional interest in the Company will not materially change solely as a result of the Consolidation as the only anticipated changes, which will be a result of fractional holdings which will be rounded, will be immaterial.

Theoretically, the market price of each share following the Consolidation should decrease by 30 times its current value. Practically, the actual effect on the market price of each share will be dependent upon on a number of factors which will not be within the control of the Company. Therefore, this may result in the market price of each share following Consolidation being higher or lower than the theoretical post-Consolidation price.

As at the date of the Notice, the Company has 4,104,443 performance rights, 4,684,071 options, 22,809,322 warrants and 150,000 debentures on issue which are convertible or exchangeable into Shares. Subject to the passing of Resolution 1, all of the existing options and performance rights will also be consolidated by the same Consolidation ratio. The total number of performance rights and options will be reduced to 136,815 performance rights and 916,446 options and warrants.

Not all Shareholders, holders of options, warrants and debentures or holders of performance rights will hold a number of Shares, options, warrants, debentures or performance rights which can be evenly divided by 30.

4

Where a fractional entitlement occurs in respect to Shares, the Company will exercise its powers of sale under the Company's amended and restated memorandum and articles of association to aggregate the fractional holdings and then repurchase those at a price per share (pro-rated) that is equal to the offering price per share as determined by the Board as of November 15, 2022. Once repurchased, the fractional Shares will then be cancelled. The Company shall distribute the net sale proceeds in due proportion among those Shareholders with any fractional entitlements (except that if the amount due to a person is less than US $3.144 (or equivalent in another currency), the Company shall retain such sum for its own benefit).

Where a fractional entitlement occurs in respect to options and warrants or performance rights, the Company will round the fraction up or down to the nearest whole number, with entitlements to less than half of an option or warrant or performance right rounded down.

It is not considered that any taxation implications will arise for Shareholders, holders of options and warrants or holders of performance rights from the Consolidation. However, Shareholders, holders of options and warrants or holders of performance rights are advised to seek their own tax advice on the effect of the Consolidation. The Company, the directors and their advisers do not accept any responsibility for the individual taxation implications arising from the Consolidation or the other proposed resolutions.

From the date of the Consolidation, all holding statements for previously held Shares will cease to have any effect, except as evidence of an entitlement to a certain number of Shares on a post Consolidation basis.

It is the responsibility of each Shareholder to check the number of Shares held prior to subsequent disposal.

Resolution 1 is an ordinary resolution and therefore requires approval of a simple majority of the votes cast by Shareholders present and eligible to vote on a poll (in person or by proxy).

The Chairman of the Board intends to exercise all available proxies in favour of Resolution 1. The Board of Directors unanimously recommends a vote "FOR" relating to Resolution 1.

ITEM 2 - INCREASE OF AUTHORISED SHARE CAPITAL

Proposal No. 2 - To increase the authorised share capital in the Company

Upon the passing of Resolution 1, the authorised share capital of the Company following such Consolidation would be US $180,000,000 divided into 66,666,66.666 Shares of a par value of US $2.70 each, the Company proposes to increase the authorised share capital of the Company by the sum of US $90,000,000 by the creation of 33,333,333.333 Shares of a par value of US $2.70 each such that the total authorised share capital of the Company is US $270,000,000 divided into 100,000,000 Shares of par value US $2.70 each.

Resolution 2 is an ordinary resolution and therefore requires approval of a simple majority of the votes cast by Shareholders present and eligible to vote on a poll (in person or by proxy).

The Chairman of the Board intends to exercise all available proxies in favour of Resolution 2. The Board of Directors unanimously recommends a vote "FOR" relating to Resolution 2.

ITEM 3 - AMENDMENT AND RESTATEMENT OF MEMORANDUM AND ARTICLES OF ASSOCIATION Proposal No. 3 - To amend and restate the memorandum and articles of association of the Company

Resolution 3 seeks Shareholder approval for the amendment and restatement of the memorandum and articles of association of the Company in accordance with the Companies Act (As Revised) of the Cayman Islands (the "ARMAA").

A copy of the ARMAA is attached hereto at Exhibit A.

The ARMAA will be effective from the close of the Meeting.

Resolution 3 is a special resolution and therefore requires approval of two-thirds of the votes cast by Shareholders present and eligible to vote on poll (in person or by proxy).

5

The Chairman of the Board intends to exercise all available proxies in favour of Resolution 3. The Board of Directors unanimously recommends a vote "FOR" relating to Resolution 3.

Management currently knows of no other business to be transacted at the EGM, other than as set forth in the Notice of Extraordinary General Meeting; but, if any other matters are properly presented at the EGM, the persons named in the enclosed Form of Proxy will vote upon such matters in accordance with their best judgment.

Please refer to the accompanying Form of Proxy, which is made a part of this proxy statement.

Your vote is important. If you cannot attend the EGM in person, you are urged to complete, sign, date and return the accompanying proxy form as promptly as possible. We must receive the proxy form no later than 48 hours before the time of the EGM to ensure your representation at such meeting.

ADDITIONAL INFORMATION

The Company is subject to the informational requirements of the United States Securities Exchange Act of 1934, as amended (the "Exchange Act"), as applicable to foreign private issuers. Accordingly, the Company files reports and other information with the Securities and Exchange Commission (the "SEC"). All documents which the Company will file on the SEC's EDGAR system will be available for retrieval on the SEC's website at http://www.sec.gov.

As a foreign private issuer, the Company is exempt from the rules under the Exchange Act prescribing certain disclosure and procedural requirements for proxy solicitations. In addition, the Company is not required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as United States companies whose securities are registered under the Exchange Act. The Notice of the Extraordinary General Meeting of Shareholders and the Proxy Statement have been prepared in accordance with applicable disclosure requirements in the Cayman Islands.

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROXY STATEMENT OR THE INFORMATION FURNISHED TO YOU IN CONNECTION WITH THIS PROXY STATEMENT WHEN VOTING ON THE MATTERS SUBMITTED TO SHAREHOLDER APPROVAL HEREUNDER. THE COMPANY HAS NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT FROM WHAT IS CONTAINED IN THIS DOCUMENT. THIS PROXY STATEMENT IS DATED OCTOBER 24, 2022. YOU SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED IN THIS DOCUMENT IS ACCURATE AS OF ANY DATE OTHER THAN OCTOBER 24, 2022, AND THE MAILING OF THIS DOCUMENT TO SHAREHOLDERS SHOULD NOT CREATE ANY IMPLICATION TO THE CONTRARY.

By Order of the Board of Directors,

/s/ Kenneth R. Melani

Kenneth R. Melani

Chairman of the Board of Directors

6

Exhibit A

Amended and Restated Memorandum and Articles of Association

A-1