2A.Please confirm that you are NOT the controlling shareholder or have a “personal interest” in Proposal 2 by checking the “FOR” box. If you cannot confirm that you are not the controlling shareholder or have a personal interest in Proposal 2, check the “AGAINST” box. Please note that you may choose to abstain from confirming whether you are the controlling shareholder or have a personal interest by checking the “ABSTAIN” box, in which case your shares will not be voted on Proposal 2. As described under the heading “Required Vote” in Item 2 of the Proxy Statement, “personal interest” generally means that you have a personal interest in the matter which is not solely as result of your shareholdings in Metalink or your relationship with the controlling shareholder of Metalink. See also Important Instruction below.

☐ FOR

☐ AGAINST

☐ ABSTAIN

3.To elect Ms. Mor Kaniel as an external director for a period of three years.

☐ FOR

☐ AGAINST

☐ ABSTAIN

3A.Please confirm that you are NOT the controlling shareholder or have a “personal interest” in Proposal 3 by checking the “FOR” box. If you cannot confirm that you are not the controlling shareholder or have a personal interest in Proposal 3, check the “AGAINST” box. Please note that you may choose to abstain from confirming whether you are the controlling shareholder or have a personal interest by checking the “ABSTAIN” box, in which case your shares will not be voted on Proposal 3. As described under the heading “Required Vote” in Item 3 of the Proxy Statement, “personal interest” generally means that you have a personal interest in the matter which is not solely as result of your shareholdings in Metalink or your relationship with the controlling shareholder of Metalink. See also Important Instruction below.

☐ FOR

☐ AGAINST

☐ ABSTAIN

4.To ratify the appointment of Barzily & Co. as independent auditors.

☐ FOR

☐ AGAINST

☐ ABSTAIN

IMPORTANT INSTRUCTION (PERSONAL INTEREST): If you are unable to make the aforesaid confirmations for any reason or have questions about whether you have a personal interest, please contact Metalink's CEO at telephone number: +972-72-211-7400; fax number: +972-9-8877326; or email office@topac.co.il or, if you hold your shares in "street name", you may also contact the representative managing your account, who could then contact the Company's CEO on your behalf.

_________________________________________________________________________________________________

To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. [ ]

Signature of Shareholder __________________________ Date _____________, 2021

Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.

METALINK LTD 6-K