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 Monday

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

Monday, April 10, 2023 at 4:00 p.m. Israel time (Israel time), by means of remote communication, in a

ZOOM conference, using the following URL:

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 Wednesday, March 8, 2023 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 Monday, April 10, 2023 at 4:00 p.m. Israel time, by means of remote communication, in a ZOOM

conference, using the following URL:

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 the agenda for

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 (the "Proxy Statement").

Shareholders of record at the close of business

on Wednesday, March 8, 2023 (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 Tel Aviv Stock Exchange (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 April 10, 2023 at 12:00 p.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.

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 April 10, 2023 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.

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

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

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 APRIL 10, 2023

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 Monday, April 10, 2023, at 4:00 p.m. Israel time, or at any adjournment or

postponement thereof, by means of remote communication, in a ZOOM conference, using the following URL:

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

Monday, April 10, 2023, 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.