Dear IceCure Medical Ltd. Shareholders: We cordially invite you to attend the Annual and Special General Meeting of Shareholders of IceCure Medical Ltd. (the " Meeting "), to be held on Thursday

IceCure Medical Ltd. Shareholders:

cordially invite you to attend the Annual and Special General Meeting of Shareholders of IceCure Medical Ltd. (the "Meeting"),

to be held on Thursday, March 3, 2022 at 4:00 p.m. Israel time (Israel time), by means of remote communication, in a ZOOM conference,

in the following link:

the Meeting, shareholders will be asked to consider and vote on the matters listed in the enclosed Notice of Annual and Special General

Meeting of Shareholders. Our board of directors recommends that you vote FOR each of the Proposals listed in the Notice.

shareholders of record at the close of business on Thursday, February 3, 2022 are entitled to notice of and to vote at the Meeting, either

in person or by appointing a proxy to vote in their stead at the Meeting as detailed in the Notice.

look forward to greeting as many of you as can attend the Meeting.

of Annual and SPECIAL General Meeting of shareholders

is hereby given that an Annual and Special General Meeting of Shareholders (the "Meeting") of IceCure Medical Ltd.

(the "Company") will be held on Thursday, March 3, 2022 at 4:00 p.m. Israel time, by means of remote communication,

in a ZOOM conference, in the following link:

Company is a Dual Company, as such term is defined in the Israeli Companies Regulations (Relief for Public Companies Traded on Stock

Markets Outside of Israel), 4760 - 2000.

following matters are on agenda for the Meeting:

board of directors (the "Board of Directors") unanimously recommends that you vote "FOR" of each

of the above proposed resolutions, which are described in the attached proxy statement.

of record at the close of business on Thursday, February 3, 2022 (the "Record Date"), are entitled to notice of and

to vote at the Meeting, either in person or by appointing a proxy to vote in their stead at the Meeting (as detailed below).

form of proxy for use at the Meeting is attached to the proxy statement, and a voting instruction form, together with a return envelope,

will be sent to holders of Company's ordinary shares, no par value (the "Ordinary Shares"). By appointing "proxies,"

shareholders may vote at the Meeting whether or not they attend.

registered as Company's shareholders in Israel and beneficial owners in the name of a member of TASE

registered in the Company's shareholders register in Israel and shareholders who hold Ordinary Shares through members of the Tel

Aviv Stock Exchange who vote their Ordinary Shares by proxy must also provide the Company with a copy of their identity card, passport,

or certification of incorporation. Shareholders who hold shares through members of the Tel Aviv Stock Exchange and intend to vote their

Ordinary Shares either in person or by proxy must deliver the Company, no later than March 3, 2022 at 12:00 a.m. Israel time,

an ownership certificate confirming their ownership of the Company's Ordinary Shares on the Record Date, which certificate must

be approved by a recognized financial institution, as required by the Israeli Companies Regulations (Proof of Ownership of Shares for

Voting at General Meeting), 5760-2000, as amended.

shareholders who hold Ordinary Shares through members of the Tel Aviv Stock Exchange may vote electronically via the electronic voting

system of the Israel Securities Authority, no later than March 3, 2022 at 10:00 a.m. Israel time. You should receive instructions

about electronic voting from the Tel Aviv Stock Exchange member through which you hold your Ordinary Shares.

to applicable law and the rules of the Nasdaq Stock Market, in the absence of instructions, the Ordinary Shares represented by properly

executed and received proxies will be voted "FOR" all of the proposed resolutions to be presented at the Meeting for which

the Board of Directors recommends a vote "FOR".

may revoke their proxies or voting instruction form (as applicable) in accordance with Section 9 in the Israeli Companies Law regulations

(proxy and positions statements).

you are a beneficial owner of shares registered in the name of a member of TASE and you wish to vote, either by appointing a proxy, or

in person by attending the Meeting, you must deliver to the Company a proof of ownership in accordance with the Companies Law and the

Israeli Companies Regulations (Proof of Ownership of Shares for Voting at General Meetings), 5760-2000. Detailed voting instructions

are provided in the proxy statement.

registered directly with the transfer agent

your shares are registered directly in your name with our transfer agent, VStock Transfer, LLC, you are considered, with respect to those

shares, the shareholder of record. In such case, these proxy materials are being sent directly to you. As the shareholder of record,

you have the right to use the proxy card included with this Proxy Statement to grant your voting proxy directly to Ronen Tsimerman, Chief

Financial Officer of the Company, and/or Eyal Shamir, Chief Executive Officer of the Company, or to vote in person at the Meeting.

your shares are held through a bank, broker or other nominee, they are considered to be held in "street name" and you are

the beneficial owner with respect to those shares. A beneficial owner as of the Record Date has the right to direct the bank, broker

or nominee how to vote shares held by such beneficial owner at the Meeting, and must also provide the Company with a copy of their identity

card, passport or certification of incorporation, as the case may be. If your shares were held in "street name," as of the

Record Date, these proxy materials are being forwarded to you by your bank, broker or nominee who is considered, with respect to those

shares, as the shareholder of record, together with a voting instruction card for you to use in directing the bank, broker or nominee

how to vote your shares. Because a beneficial owner is not a shareholder of record, you may not vote those shares directly at the Meeting

unless you obtain a "legal proxy" from the bank, broker or other nominee that holds your shares directly, giving you the

right to vote the shares at the Meeting. Absent specific instructions from the beneficial owner of the shares, brokers are not allowed

to exercise their voting discretion, among other things, with respect to the election of directors or any matter that relates to executive

compensation; and therefore, a "broker non-vote" occurs with respect to such uninstructed shares. Therefore, it is important

for a shareholder that holds ordinary shares through a bank or broker to instruct its bank or broker how to vote its shares, if the shareholder

wants its shares to count for all proposals.

AND SPECIAL GENERAL MEETING OF SHAREHOLDERS

BE HELD ON MARCH 3, 2022

enclosed proxy statement is being solicited by the board of directors (the "Board of Directors") of IceCure Medical

Ltd. (the "Company") for use at the Company's annual and special general meeting of shareholders (the "Meeting")

to be held at on Thursday, March 3, 2022, at 4:00 p.m. Israel time, or at any adjournment or postponement thereof, by means of remote

communication, in a ZOOM conference, in the following link:

the receipt of a properly executed proxy in the form enclosed, the persons named as proxies therein will vote the ordinary shares, no

par value, of the Company (the "Ordinary Shares") covered thereby in accordance with the directions of the shareholders

executing the proxy. In the absence of such directions, and except as otherwise mentioned in this proxy statement, the Ordinary Shares

represented thereby will be voted in favor of each of the proposals described in this proxy statement.

or more shareholders present, personally or by proxy, holding not less than 25% (twenty-five) of the Company's outstanding Ordinary

Shares, shall constitute a quorum for the Meeting. If within half an hour from the time the Meeting is convened a quorum is not present,

the Meeting shall stand adjourned until Thursday, March 3, 2022, at 6:30 p.m. Israel time. If a quorum is not present at the adjourned

meeting within half an hour from the time appointed for such meeting, any number of shareholders present personally or by proxy shall

be deemed a quorum and shall be entitled to deliberate and to resolve in respect of the matters for which the Meeting was convened. Abstentions

and broker non-votes are counted as Ordinary Shares present for the purpose of determining a quorum.

Required for Approval pf Each of the Proposals

to the Companies Law, proposals No. 1,2, and 5 described hereinafter, require the affirmative vote of shareholders present at the Meeting,

in person or by proxy, and holding Ordinary Shares of the Company amounting in the aggregate to at least a majority of the votes actually

cast by shareholders with respect to such proposals (a "Simple Majority").

to the approval of Proposal 3 of the agenda, regarding the compensation policy, then Proposal No. 4 will require a Simple Majority as

No. 3, 6, 7, 8 are subject to the fulfillment of the voting requirement above and also one of the following additional voting requirements:

(i) the majority of the shares that are voted at the Meeting in favor of such Proposal, excluding abstentions, includes a majority of

the votes of shareholders who are not controlling shareholders and do not have a personal interest in the Proposal; or (ii) the total

number of shares of the shareholders mentioned in clause (i) above that are voted against such Proposal does not exceed two percent (2%)

of the total voting rights in the Company (the "Special Majority"). In case Proposal 3 will not be approved by

the shareholders as described hereinafter, Proposal No. 4 will require a Special Majority as well.

10 will not involve a vote by the shareholders and accordingly there is no proposed resolution.

this purpose, "personal interest" is defined under the Companies Law as: (1) a shareholder's personal interest

in the approval of an act or a transaction of the Company, including (i) the personal interest of any of his or her relatives (which

includes for these purposes foregoing shareholder's spouse, siblings, parents, grandparents, descendants, and spouse's descendants,

siblings, and parents, and the spouse of any of the foregoing); (ii) a personal interest of a corporation in which a shareholder or any

of his/her aforementioned relatives serve as a director or the chief executive officer, owns at least 5% of its issued share capital

or its voting rights or has the right to appoint a director or chief executive officer; and (iii) a personal interest of an individual