SHL Telemedicine : 2021 SGM (MAR) Proxy

S H L TELEMEDICINE LTD.

(the "Company")

PROXY FOR THE SPECIAL GENERAL MEETING

The undersigned hereby appoints Mr./Ms. _________________________ , Israeli ID No.

_________________, as the undersigned's proxy ("Undersigned's Proxy") for the purpose of the

Special General Meeting of the Shareholders of the Company, to be held on March 1, 2021 at 13:00 (Israel time) at the Company's registered office, located at 90 Yigal Alon Street, Ashdar Building, Tel-Aviv, and at any adjournment thereof (the "Special General Meeting"), and hereby authorizes the aforementioned proxy to represent the undersigned in the Special General Meeting and any adjourned meeting and:

to vote [________] out of [________] of the ordinary shares of the Company registered in the

name of the undersigned, or on its behalf, with Computershare Schweiz AG, in all votes taken at the Special General Meeting or any adjournment thereof according to the undersigned's following instructions:

Resolution Number	Manner of vote1		Are you a controlling
							shareholder or do you
							have a personal interest
							in the resolution?2
				Yes	No	Abstained	Yes*		No
Resolution 1 - Following the
approval	of	the	Compensation
Committee and of the Board -
Amendment to terms of office of
and grant of options to Mr. Yariv
Alroy, the active Chairman of the
Board
Resolution 2 - Following the
approval	of	the	Compensation
Committee and of the Board -
Approval of an amendment to the
2020 Compensation Policy
*Please describe: ______________________________________________________________

1. Failure to check this box shall be deemed an abstaining vote.
2. In the event you either fail to check this box or mark "yes" but fail to describe the nature of your personal interest, your vote shall not be counted.

to authorize the Undersigned's Proxy to vote [________] out of [________] of the ordinary shares

of the Company registered in the name of the undersigned or on its behalf, with Computershare Schweiz AG, in all votes taken at the Special General Meeting or any adjournment thereof, according to the Undersigned's Proxy's sole and absolute discretion.

Resolution Number	Are you a controlling
				shareholder or do you
				have a personal interest
				in the resolution?1
				Yes*	No
Resolution 1 - Following the
approval	of	the	Compensation
Committee and of the Board -
Amendment to terms of office of
and grant of options to Mr. Yariv
Alroy, the active Chairman of the
Board
Resolution 2 - Following the
approval	of	the	Compensation
Committee and of the Board -
Approval of an amendment to the
2020 Compensation Policy

*Please describe: ______________________________________________________________

_____________________________________________________________________________

The appointment of the aforementioned proxy/proxies will not affect the undersigned's right to vote in person, if it is present at the respective meeting.

_______________________________________

(Full name of Person registered with Computershare Schweiz AG)

Signature∗:________________________

Date: _____________________________

Number of Shares: __________________

1 In the event you either fail to check this box or mark "yes" but fail to describe the nature of your personal interest, your vote shall not be counted.

• when signing as attorney, executor, administrator, trustee or guardian, please state your title as such. If a corporation, please sign in full corporate name by president or another authorized officer. If a partnership, please sign in partnership name by authorized person.