SHL : Proxy Statement for Meeting on Tuesday March 29, 2022

SHL HOLDINGS LTD.

Victoria Place, 5th Floor

31 Victoria Street

Hamilton, HM 10, Bermuda

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

OF SHL HOLDINGS LTD.

Hamilton, Bermuda

February 14, 2022

TO THE HOLDERS OF COMMON SHARES OF SHL HOLDINGS LTD.:

Notice is hereby given that the 2021 annual general meeting (the "Annual General Meeting") of the holders (the "Shareholders") of common shares (the "Shares") of SHL Holdings Ltd. (the "Company") will be held via webcast on March 29, 2022 at 11:00 a.m. New York City time, for the following purposes:

1. To elect Alan J. Carr, E. Grant Gibbons, Frederick B. Hnat, Frank C. Puleo, Coleman D. Ross and Robert J. White as directors to hold office until the 2022 annual general meeting; and
2. To transact such other business as may properly come before the meeting or any adjournments thereof.

The Board of Directors of the Company recommends a vote FOR Item 1. The Company will also present the Company's audited liquidation basis GAAP financial statements for the year ended December 31, 2020 at the Annual General Meeting pursuant to the Bermuda Companies Act 1981, as amended, and the Company's amended and restated bye-laws (the "Bye-Laws").

Only Shareholders of record, as shown by the Register of Shareholders and the records of the Depository Trust & Clearing Corporation at the close of business on February 10, 2022, the record date for the Annual General Meeting, are entitled to receive notice of and to vote at the Annual General Meeting. The proxy statement and accompanying materials are first being mailed to Shareholders on or about February 14, 2022.

To attend the Annual General Meeting, please visit https://meetnow.global/MAGYTYG.

YOU MAY VOTE YOUR PROXY BY TELEPHONE, INTERNET OR MAIL AS DIRECTED ON THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE, WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING. YOU MAY ALSO ATTEND THE MEETING AND VOTE IN PERSON. IF YOU LATER DESIRE TO REVOKE YOUR PROXY FOR ANY REASON, YOU MAY DO SO IN THE MANNER DESCRIBED IN THE ATTACHED PROXY STATEMENT.

YOUR SHARES WILL BE VOTED PURSUANT TO THE INSTRUCTIONS CONTAINED IN THE PROXY STATEMENT. IF NO INSTRUCTION IS GIVEN, YOUR SHARES WILL BE VOTED "FOR" ITEM 1 IN THE PROXY.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on March 29, 2022:

• Along with the attached Proxy Statement for the Annual General Meeting of Shareholders, we are enclosing our audited liquidation basis GAAP financial statements for the year ended December 31, 2020.
• The proxy statement for Shareholders is also available by clicking the "Proxies" tab under the "Investor Relations" tab at the following link: shlholdings.com.

By Order of The Board of Directors,

/s/ Scott L. Beinhacker

Scott L. Beinhacker

Chief Operating Officer

TABLE OF CONTENTS
	Page
Proxy Statement (the "Proxy Statement") for the Annual General Meeting of Holders of Common
Shares to be Held on March 29, 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Important Information About the Annual General Meeting and Proxy Procedures . . . . . . . . . . . . .	1
Update on the Company's Plan of Liquidation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Matters Scheduled to be Voted on at the Annual General Meeting to be Held on March 29, 2022 . . .	5
Independent Registered Public Accounting Firm Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Other Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8

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SHL HOLDINGS LTD.

PROXY STATEMENT

(THE "PROXY STATEMENT")

FOR THE ANNUAL GENERAL MEETING OF HOLDERS OF COMMON SHARES

TO BE HELD ON MARCH 29, 2022

IMPORTANT INFORMATION ABOUT THE ANNUAL GENERAL MEETING

AND PROXY PROCEDURES

The accompanying proxy is solicited by the Board of Directors (the "Board") of SHL Holdings Ltd. (the "Company") to be voted at the 2021 annual general meeting ("Annual General Meeting") of holders (the "Shareholders") of the Company's common shares (the "Shares") to be held on March 29, 2022 beginning at 11:00 a.m. New York City time, via webcast, and any adjournments thereof. To attend the Annual General Meeting, please visit https://meetnow.global/MAGYTYG. This Proxy Statement and the accompanying materials are first being mailed to Shareholders on or about February 14, 2022.

The Purpose of the Annual General Meeting

At the Annual General Meeting, the Shareholders will vote in person or by proxy on the following matters as set forth in the notice of the meeting: (1) to elect Alan J. Carr, E. Grant Gibbons, Frederick B. Hnat, Frank C. Puleo, Coleman D. Ross and Robert J. White as directors to hold office until the 2022 annual general meeting and (2) to transact such other business as may properly come before the meeting or any adjournments thereof.

Presentation of Financial Statements

In accordance with the Bermuda Companies Act 1981, as amended (the "Bermuda Companies Act"), and Bye-Law 71 of the Company's amended and restated bye-laws (the "Bye-Laws"), the Company's audited liquidation basis GAAP financial statements for the year ended December 31, 2020 will be laid before the Shareholders at the Annual General Meeting and are being mailed simultaneously herewith. The Board has approved these financial statements. There is no requirement under Bermuda law that these audited financial statements be approved by Shareholders, and no such approval will be sought at the Annual General Meeting.

Shareholders Entitled to Vote at the Annual General Meeting

Shareholders of record as of the close of business on February 10, 2022, the record date for the Annual General Meeting, will be entitled to vote at the Annual General Meeting. As of February 10, 2022, there were 87,057,571 issued and outstanding Shares entitled to vote at the Annual General Meeting, with each Share entitling the holder of record thereof to one vote at the Annual General Meeting (subject to certain limitations and voting cut backs set forth in the Bye-Laws).

How to Attend the Annual General Meeting

The 2021 Annual General Meeting will be a completely virtual meeting of the Shareholders, which will be conducted exclusively by webcast. No physical meeting will be held. Shareholders of record may attend the Annual General Meeting online by visiting https://meetnow.global/MAGYTYG. Shareholders that own their Shares in "street name" may attend the Annual General Meeting by registering in advance of the Annual General Meeting. Registration is only required for Shareholders of Shares held in "street name."

To register in advance of the Annual General Meeting, the Shareholder of Shares held in "street name" must submit proof of proxy power (the "Legal Proxy") from the broker or bank reflecting the Shares and the Shareholder's name and email address to Computershare. Requests for registration must be labeled as "Legal Proxy" and be received no later than 5:00 p.m., Eastern Time, on March 24, 2022. To

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register by email, the Shareholder should forward the email from the broker or bank granting Legal Proxy, or attach an image of the Legal Proxy, to [e-mail]

The virtual meeting platform is fully supported across browsers (MS Edge, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most up-to-date version of applicable software and plugins. Participants should ensure that they have a strong Wi-Fi connection wherever they intend to participate in the meeting. Shareholders are encouraged to access the meeting prior to the start time. For further assistance call 1-888-724-2416.

Voting Procedures; Quorum

A Shareholder of record can vote their Shares at the Annual General Meeting by attending the meeting and completing a ballot or by proxy in one of three ways: (1) by dating, signing and completing the proxy card and returning it without delay in the enclosed envelope, which requires no postage stamp if mailed in the United States; (2) over the telephone by calling the toll-free number provided on the enclosed proxy card; or (3) electronically via the internet as described in the enclosed proxy card. The Company encourages Shareholders to complete and return their proxy card even if they plan to attend the Annual General Meeting.

The election of each nominee for director referred to in Item 1 above requires a plurality of the votes cast, provided there is a quorum (consisting of two or more Shareholders present in person or by proxy representing more than 50% of the issued and outstanding Shares entitled to vote at the Annual General Meeting). Shares owned by Shareholders electing to abstain from voting with respect to any proposal and "broker non-votes" will be counted towards the presence of a quorum but will not be considered votes cast with respect to the election of nominees for director and the other matters to be voted upon at the Annual General Meeting. Therefore, abstentions and "broker non-votes" will have no effect on the outcome of the matters to be voted upon at the Annual General Meeting. A "broker non-vote" occurs when a nominee, such as a broker, holding Shares in "street name" for a beneficial owner, does not vote on a particular proposal because that nominee does not have discretionary voting power with respect to a proposal and has not received instructions from the beneficial owner. A Shareholder of Shares held in "street name" that would like to instruct their broker how to vote their Shares should follow the directions provided by their broker.

Revocation of Proxies

Any Shareholder giving a proxy has the power to revoke it prior to its exercise by: (1) giving notice of such revocation in writing to the Secretary of the Company at SHL Holdings Ltd., Victoria Place, 5th Floor; 31 Victoria Street, Hamilton, HM 10, Bermuda; (2) by attending and voting in person at the Annual General Meeting; or (3) by executing a subsequent proxy, provided that any such action is taken in sufficient time to permit the necessary examination and tabulation of the subsequent proxy or revocation before the votes are taken. Attendance at the Annual General Meeting by a Shareholder who has executed and delivered a proxy to the Company shall not in and of itself constitute a revocation of such proxy.

For Shares held in "street name" by a broker, if the Shareholder wishes to change their vote from what they have previously directed their broker to vote, such Shareholder should instruct their broker to change the Shareholder's vote. Alternatively, if a Shareholder has directed their broker to vote on behalf of the Shareholder but such Shareholder wishes to attend the Annual General Meeting in person, then such Shareholder should obtain a proxy from their broker to attend in person.

Proxy Solicitation

The Company will bear the cost of the solicitation of proxies. Proxies may be solicited by directors, officers and employees of the Company and its subsidiaries, who will not receive additional compensation for such services. In addition, the Company has retained Georgeson & Company Inc. to assist in the solicitation of proxies for a fee of approximately $16,000 plus certain other reasonable out-of-pocket expenses and administrative fees. Upon request, the Company will also reimburse brokers and others holding Shares in their names, or in the names of nominees, for forwarding proxy materials to their customers.

Shareholder Proposals for the 2022 Annual General Meeting

Shareholder proposals intended for inclusion in the proxy statement for the 2022 annual general meeting should be submitted in accordance with the procedures prescribed by the Bye-Laws and sent to the

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Company's Secretary at SHL Holdings Ltd., Victoria Place, 5th Floor; 31 Victoria Street, Hamilton, HM 10, Bermuda. Such proposals must be received by November 29, 2022.

Pursuant to the Bye-Laws, any Shareholder entitled to attend and vote at any annual general meeting may nominate persons for election as directors if written notice of such Shareholder's intent to nominate such persons is received by the Company's Secretary at SHL Holdings Ltd., Victoria Place, 5th Floor; 31 Victoria Street, Hamilton, HM 10, Bermuda, not later than 120 days prior to the anniversary date of the immediately preceding annual general meeting. Such notice must include the following information about the proposed nominee: (a) name and address of such person to be nominated; (b) a description of all arrangements or understandings between the Shareholder and each nominee and any person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by such Shareholder; (c) such other information regarding such nominee proposed by such Shareholder as would be required to be included in a proxy statement filed pursuant to Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (whether or not the Company is then subject to such Regulation); and (d) the consent of each nominee to serve as a director of the Company, if elected. Such notice must also include information on the Shareholder making the nomination, including such Shareholder's name and address as it appears on the Company's books, a representation that such Shareholder is a holder of record of Shares of the Company entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to present such nomination and the class and number of Shares of the Company beneficially owned by such Shareholder. The nomination of any person not made in compliance with the foregoing procedures shall be disregarded by the chairperson.

Director Compensation

For 2022, each non-management director will be paid $75,000 in cash as an annual retainer, approximately one quarter of which was paid in December 2021 for services to be rendered in the first quarter of 2022. In December 2021, Chairperson fees of $7,500 were paid to Mr. Gibbons and Mr. Ross was also paid $3,750 in Chairperson fees for his position on the Audit Committee. Those payments represented one quarter of Mr. Gibbons and Mr. Ross' annual chairperson fees. Mr. Hnat continued to provide consulting services for the Company in connection with the liquidation for which he was paid $15,000 (inclusive of director and consulting fees) per month during 2021. There are no other meeting- or committee- related fees. Directors are entitled to reimbursement of their expenses incurred in connection with travel to and attendance at meetings.

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