INSPIRA TECHNOLOGIES OXY B.H.N. Ltd. NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS Notice is hereby given that an Extraordinary General Meeting of Shareholders (the " Meeting ") of Inspira Technologies Oxy B.H.

TECHNOLOGIES OXY B.H.N. Ltd.

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

Notice is hereby given that an Extraordinary General

Meeting of Shareholders (the "Meeting") of Inspira Technologies Oxy B.H.N. Ltd. ("Inspira Technologies"

or the "Company") will be held on June 20, 2025 at 3:00 p.m. Israel time at the Company's office, located at

2 Ha-Tidhar Street, Ra'anana 4366504, Israel.

The sole agenda of the Meeting is to consider

a proposal to approve a reverse split of the Company's issued and outstanding ordinary shares, no par value per share of the Company

(the "Ordinary Shares"), at a ratio of between 2:1 to 25:1, to be effected at the sole discretion of, and at such date

to be determined by, the Board, and to amend the Company's amended and restated articles of association to reflect the same (the

Board Recommendation

The Board unanimously recommends that you vote

in favor of the Proposal, which is described in the attached proxy statement (the "Proxy Statement").

Shareholders of record at the close of business

on June 3, 2025 (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).

Required Vote and Voting Procedures

Pursuant to the Israeli Companies Law, 5759-1999

(the "Companies Law"), the Proposal to be presented at the Meeting requires a Simple Majority (as defined in the Proxy

Statement herein) of votes in person or represented by proxy at the Meeting.

A form of proxy for use at the Meeting is attached

to the Proxy Statement and, together with a return envelope, will be sent to holders of the Company's Ordinary Shares. By appointing

"proxies," shareholders may vote at the Meeting regardless of whether they attend in person. If a properly executed proxy

in the attached form is received by the Company at least four (4) hours prior to the Meeting, all of the Ordinary Shares represented by

the proxy shall be voted as indicated on the form. 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 recommends a vote "FOR".

Shareholders may revoke their proxies or voting

instruction form (as applicable) in accordance with Section 9 of the Israeli Companies Regulations (Voting in Writing and position statements),

5766-2005 by filing with the Company a written notice of revocation or duly executed proxy or voting instruction form (as applicable)

bearing a later date and time.

Shareholders of Record

If your Ordinary Shares are registered directly

in your name with our transfer agent, Equiniti Trust Company 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 Yafit Tehila, the Chief Financial Officer of

the Company (yafit@inspirao2.com), or to vote in person at the Meeting.

If your Ordinary 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 holder of Ordinary Shares in "street name" 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 Ordinary Shares are held in "street name," as

of the Record Date, these proxy materials are to be 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. You may also attend the Meeting. Since a holder of shares in "street name" 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, we believe that brokers are not allowed to exercise their voting discretion with respect to the Proposal

herein, which is considered as non-routine, and therefore, "broker non-votes" will occur with respect to such uninstructed

shares. 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 counted for all proposals.

INSPIRA TECHNOLOGIES OXY B.H.N. LTD.

EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON JUNE 20, 2025

The enclosed proxy statement (the "Proxy

Statement") is being solicited by the board of directors (the "Board") of Inspira Technologies Oxy B.H.N.

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

to be held on June 20, 2025 at 3:00 p.m. Israel time, or at any adjournment or postponement thereof.

Upon the receipt of a properly executed proxy

card in the form enclosed, the persons named as proxies therein shall 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 card. In the absence of such

directions, and except as otherwise mentioned in this Proxy Statement, the Ordinary Shares represented thereby shall be voted in favor

of the proposal described in this Proxy Statement.

Two or more shareholders present, personally or

by proxy, holding in the aggregate not less than twenty-five percent (25%) 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 June 20, 2025 at 5:00 p.m. Israel time (the "Adjourned Meeting"). At the Adjourned 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.

Pursuant to the Israeli Companies Law, 5759-1999

(the "Companies Law"), the proposal described hereinafter requires the affirmative vote of shareholders present at

the Meeting, in person or represented 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 at the Meeting with respect to the proposal (a "Simple Majority").

In accordance with the Companies Law, and regulations

promulgated thereunder, any shareholder of the Company holding at least 1% of the outstanding voting rights of the Company for the Meeting

may submit to the Company a proposed additional agenda item for the Meeting (and in case of a proposed additional agenda item for nominating

or removal of a director, at least five percent (5%)) to Ms. Yafit Tehila, via e-mail (yafit@inspirao2.com), no later than June 2, 2025.

All such submissions must comply with the requirements under the Companies Law, the regulations promulgated thereunder, and the Company's

amended and restated articles of association (the "Articles").

It is noted that there may be changes on the agenda

after publishing the Proxy Statement, including Position Statements. Therefore, the most updated agenda shall be furnished with the SEC

on a Report on Form 6-K and shall be made available to the public on the SEC's website at www.sec.gov.

TO APPROVE A REVERSE SPLIT OF THE COMPANY'S

ISSUED AND OUTSTANDING ORDINARY

SHARES, AT A RATIO OF BETWEEN 2:1 TO 25:1, TO BE EFFECTED AT THE DISCRETION OF, AND

DETERMINED BY THE BOARD, AND TO AMEND THE COMPANY'S

ARTICLES OF ASSOCIATION TO REFLECT THE SAME

On March 10, 2025, the Company received a written

notice from Nasdaq that it was not in compliance with Nasdaq Listing Rule 5550(a)(2) (the "Minimum Bid Price Requirement"),

as the Company's closing bid price for its Ordinary Shares was below $1.00 per share for the preceding 30 consecutive business days.

Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company was granted a 180-calendar day compliance period, or until September 8, 2025,

to regain compliance (the "Compliance Period"). As reported, the Company may be afforded a second 180-calendar day

compliance period if the Minimum Bid Price Requirement is not cured by September 8, 2025. If at any time during the Compliance Period

the closing bid price of the Ordinary Shares is at least $1.00 per share for a minimum of 10 consecutive business days, Nasdaq will provide

the Company with written confirmation of compliance and the matter will be closed.

The Nasdaq Notices had no immediate effect on

the listing or trading of the Company's Ordinary Shares, which continued to trade on Nasdaq under the symbol "IINN."

of the date of this Proxy Statement, the last reported closing price of the Ordinary Shares on May 29, 2025 was $0.54 and,