GMV Special Meeting, page-4

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (“EGM”) of G Medical Innovations Holdings
Ltd. (the “Company”) will be held virtually on 9 February 2023 at 5:00pm (Israel time) for the following purposes:
1) To re-consider and, if thought fit, to pass with or without amendment, as a special resolution the following:
“THAT subject to and conditional upon: (i) the approval of the Capital Reduction (as defined below) by
the Grand Court of the Cayman Islands (the “Court”); (ii) the compliance with any conditions which
the Court may impose in relation to the Capital Reduction; and (iii) the registration by the Registrar of
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Companies of the Cayman Islands of the order of the Court confirming the Capital Reduction and the
minutes approved by the Court containing the particulars required under the Companies Act (as revised)
of the Cayman Islands with respect to the Capital Reduction, with effect from the date on which these
conditions are satisfied (the “Effective Date”):
(a) the capital of the Company be reduced as follows (the “Capital Reduction”):
(i) the issued share capital of the Company be reduced by the cancellation of US$3.1499 paid
up capital on each issued share so that each issued share shall be treated as one fully paid up
share of US$0.0001 each in the capital of the Company (the “New Shares”);
(ii) the par value of each of the remaining authorised but unissued shares in the capital of the
Company as at the Effective Date be reduced from US$3.15 to US$0.0001 by way of: (x) the
subdivision of each such authorised but unissued share of par value US$3.15 into 31,500
authorised but unissued shares of par value US$0.0001 each; and (y) immediately thereafter,
the cancellation of 31,499 out of every 31,500 of such resulting authorised but unissued
shares of US$0.0001 each (such that authorised share capital of the Company shall become
US$10,000.00 divided into 100,000,000 shares of par value US$0.0001 each in the capital of
the Company);

Proposal No. 1 — To reduce the capital of the Company
Resolution 1 seeks Shareholder approval for the reduction in share capital of the Company.
The following table sets out the share capital structure of the Company: (i) as at 17 January 2023; and (ii) as it will
be immediately upon the Capital Reduction taking effect (assuming for such purposes that no further Shares will be
issued and allotted or repurchased between 17 January 2023 and the date on which the Capital Reduction takes effect):
As at the date of this
announcement
Immediately upon the Capital
Reduction taking effect
Nominal or par value US$3.15 per Share US$0.0001 per New Share
Amount of the authorised share capital US$315,000,000.00 US$10,000.00
Number of authorised shares 100,000,000 Shares 100,000,000 New Shares
Number of issued shares(inclusive of treasury shares) 1,431,161 Shares 1,431,161 New Shares
Amount of the issued share capital
(nominal/par value)(rounded) US$4,508,157.15 US$143.12