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

Dear IceCure Medical Ltd. Shareholders:

We cordially invite you to

attend the Special General Meeting of Shareholders of IceCure Medical Ltd. (the "Meeting"), to be held on September

1, 2022 at 4:00 p.m. Israel time (9:00 a.m. Eastern Time), by means of remote communication, in a ZOOM conference, in the following link:

At the Meeting, shareholders

will be asked to consider and vote on the matters listed in the enclosed Notice of Special General Meeting of Shareholders. Our board

of directors recommends that you vote FOR each of the Proposals listed in the Notice.

Only shareholders of record

at the close of business on August 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.

We look forward to greeting

as many of you as can attend the Meeting.

of SPECIAL General Meeting of shareholders

Notice is hereby given that a Special General

Meeting of Shareholders (the "Meeting") of IceCure Medical Ltd. (the "Company") will be held on

September 1, 2022 at 4:00 p.m. Israel time (9:00 a.m. Eastern Time), by means of remote communication, in a ZOOM conference, in the following link:

The 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.

The following matters are on agenda for the

Board Recommendation

Our 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.

Shareholders of record at the close of business

on August 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).

A 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.

Shareholders registered as Company's

shareholders in Israel and beneficial owners in the name of a member of TASE

Shareholders 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 September 1, 2022 at 12:00 p.m. Israel time (5:00 a.m. Eastern 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.

Alternatively, 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 September 1, 2022 at 10:00 a.m. Israel time (3:00 a.m. Eastern Time). You should receive instructions

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

Subject 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

Shareholders 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).

If 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.

Shareholders registered directly with the transfer

If 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.

Shareholders of beneficial owner

If 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.

ICECURE MEDICAL LTD.

SPECIAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON September 1, 2022

The 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 special general meeting of shareholders (the

"Meeting") to be held at on September 1, 2022, at 4:00 p.m. Israel time (9:00 a.m. Eastern Time), or at any

adjournment or postponement thereof, by means of remote communication, in a ZOOM conference, in the following link:

Upon 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.

Quorum and Adjournment

Two 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 September 1, 2022, at 6:00 p.m. Israel time (11:00 a.m. Eastern 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.

Vote Required for Approval of Each of the