NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON JANUARY 27, 2025 To the shareholders of Intercure Ltd.: Notice is hereby given that an Extraordinary General Meeting (the " Meeting ") of the sharehol

GENERAL MEETING OF SHAREHOLDERS

BE HELD ON JANUARY 27, 2025

the shareholders of Intercure Ltd.:

is hereby given that an Extraordinary General Meeting (the "Meeting") of the shareholders of InterCure Ltd. (the "Company")

will be held at the offices of the Company's attorneys, Doron Tikotzky Kantor Gutman & Amit Gross, at 7 Metsada St., B.S.R

Tower 4, Bnei Brak, Israel on January 27, 2025 at 4:00 p.m. (Israel Time).

agenda of the Meeting will be as follows:

shareholders at the close of business on December 27, 2024 shall be entitled to notice of, and to vote at, the Meeting and any adjournment

or postponement thereof. You are cordially invited to attend the Meeting in person.

you are unable to attend the Meeting in person, you are requested to complete, date and sign the enclosed proxy and to return it promptly

in the pre-addressed envelope provided. Shareholders who attend the Meeting may revoke their proxies and vote their shares in person.

Medinat ha-Yehudim Street

EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS TO BE

Proxy Statement is furnished to our holders of ordinary shares, no par value, in connection with an Extraordinary General Meeting of

Shareholders, to be held on January 27, 2025 at 4:00 p.m. Israel time at the offices of the Company's attorneys, Doron Tikotzky

Kantor Gutman & Amit Gross., at 7 Metsada St., B.S.R Tower 4, Bnei Brak, Israel, or at any adjournments thereof.

this Proxy Statement, we use terms such as "InterCure", "we", "us", "our" and the "Company"

to refer to InterCure Ltd. and terms such as "you" and "your" to refer to our shareholders.

agenda of the Extraordinary General Meeting will be as follows:

currently are unaware of any other matters that may be raised at the Meeting. Should any other matters be properly raised at the Meeting,

the persons designated as proxies shall vote according to their own judgment on those matters.

Board of Directors unanimously recommends that you vote "FOR" the proposed item.

the holders of record of ordinary shares ("Ordinary Shares") of the Company as at the close of business on December

27, 2024 (the "Record Date") shall be entitled to receive notice of and attend the Meeting and any adjournment thereof.

You are also entitled to notice of the Meeting and to vote at the Meeting if you held Ordinary Shares through a bank, broker or other

nominee that is one of our shareholders of record at the close of business on December 27, 2024, or which appeared in the participant

listing of a securities depository on that date.

quorum shall be the presence of at least two (2) shareholders who hold at least thirty three percent (33%) of the voting rights (including

through a proxy or voting instrument) within one half hour from the time the meeting was designated to start. If within half an hour

from the time designated for the Meeting a quorum is not present, the Meeting will stand adjourned to the same day in the following week,

at the same time and place. If a quorum is not present at the adjourned meeting within half hour from the time designated for its start,

the meeting shall take place with any number of participants. This notice will serve as notice of such reconvened meeting if no quorum

is present at the original date and time and no further notice of the reconvened meeting will be given to shareholders.

all matters considered at the Meeting, abstentions and broker non-votes will not be treated as either a vote "for" or "against"

the matter, although they will be counted to determine if a quorum is present. Broker non-votes occur when brokers that hold their customers'

shares in street name sign and submit proxies for such shares and vote such shares on some matters but not on others. This occurs when

brokers have not received any instructions from their customers, in which case the brokers, as the holders of record, are permitted to

vote on "routine" matters, but not on non-routine matters.

or unreturned proxies, including those not returned by banks, brokers, or other record holders, will not be counted for quorum or voting

Required for Approval of the Proposal

Ordinary Share issued and outstanding as of the close of business on the Record Date is entitled to one vote at the Meeting. As of the

close of business on December 19, 2024, 45,765,420 Ordinary Shares were issued and outstanding.

approval of the Proposal to be voted upon at the Meeting, is subject to the affirmative vote of the holders of a majority of the voting

power represented and voting on such proposal in person or by proxy. In addition, the shareholders' approval must either include

at least a majority of the ordinary shares voted by shareholders who are not controlling shareholders nor are they shareholders who have

a personal interest in the approval of said proposal (excluding a personal interest that is not related to a relationship with the controlling

shareholders), or the total ordinary shares of non-controlling shareholders and non-interested shareholders voted against the proposal

must not represent more than 2% of the outstanding ordinary shares.

the Israeli Companies Law, in general, you will be deemed to be a controlling shareholder if you have the power to direct our activities,

otherwise than by reason of being a director or other office holder of ours, if you hold 50% or more of the voting rights in our Company

or have the right to appoint the majority of the directors of the Company or its Chief Executive Officer, and you are deemed to have

a personal interest if any member of your immediate family or their spouse has a personal interest in the adoption of the proposal to

be voted upon at the Meeting. In addition, you are deemed to have a personal interest if a company, other than the Company, that is affiliated

to you has a personal interest in the adoption of the proposal. Such company is a company in which you or a member of your immediate

family serves as a director or Chief Executive Officer, has the right to appoint a director or the Chief Executive Officer, or owns 5%

or more of the outstanding shares. However, you are not deemed to have a personal interest in the adoption of the proposal if your interest

in such proposal arises solely from your ownership of our shares, or to a matter that is not related to a relationship with a controlling

to the Companies Regulations (exemptions for companies whose securities are listed for trading on a stock exchange outside of Israel)

5760-2000 (the "Exemption Regulations for Companies Listed Abroad"), by signing and submitting the attached Proxy Card, you

as a shareholder declare and approve that you have no personal interest in the adoption of said Proposal, except if you notified the

Company of such in writing. If you believe that you have a personal interest in said Proposal, and you wish to inform the Company of

such personal interest, you should submit such information in advance of voting to the Company at its registered offices at InterCure

85 Medinat ha-Yehudim Street Herzliya, 4676670, Israel, to the attention of Adv. Itai Kabiljo.

the proxy card and voting instruction card attached to the proxy statement you will be asked to indicate whether you have a personal

interest with respect to the proposal to be voted upon at the Meeting. If any shareholder casting a vote in connection hereto does not

notify us whether or not they have a personal interest with respect to said proposal, their vote with respect to the proposal will be

you provide specific instructions (mark boxes) with regard to the proposal to be voted upon at the Meeting, your shares will be voted

as you instruct. If you sign and return your proxy card or voting instruction form without giving specific instructions, your shares

will be voted in accordance with the recommendations of our Board of Directors. The proxy holders will vote in their discretion on any

other matters that properly come before the meeting.

you are a shareholder of record and do not return your proxy card, your shares will not be voted. If you hold shares beneficially in

a street name, your shares will also not be voted at the meeting if you do not return your proxy card or voting instruction card to instruct

your broker how to vote. This will be true even for a routine matter, as your broker will not be permitted to vote your shares in their

discretion on any proposal at the meeting. For the proposal to be voted upon at the Meeting, a broker may only vote in accordance with

instructions from a beneficial owner of shares.

by Holders of Ordinary Shares

Shares that are properly voted, for which proxy cards are properly executed and returned within the deadline set forth below, will be

voted at the Meeting in accordance with the directions given. If no specific instructions are given in such proxy cards, the proxy holder

will vote in favor of the item(s) set forth in the proxy card. The proxy holder will also vote in the discretion of such proxy holder

on any other matters that may properly come before the Meeting, or at any adjournment thereof. Where any holder of Ordinary Shares affirmatively

abstains from voting on any particular resolution, the votes attaching to such Ordinary Shares will not be included or counted in the

determination of the number of Ordinary Shares present and voting for the purposes of determining whether such resolution has been passed

(but they will be counted for the purposes of determining the quorum, as described above).

submitted by registered shareholders and street shareholders (by returning the proxy card) must be received by us no later than 11:59

p.m., Eastern Time, on January 24, 2025, to ensure your representation at our Meeting.

manner in which your shares may be voted depends on how your shares are held. If you own shares of record, meaning that your shares are

represented by book entries in your name so that you appear as a shareholder on the records of Equiniti Trust Company, LLC ("Equiniti")

(i.e., you are a registered shareholder), our stock transfer agent, this proxy statement, the notice of Meeting and the proxy card will

be mailed to you by Equiniti. You may provide voting instructions by returning a proxy card. You also may attend the Meeting and vote

in person, subject to our right to convert to a virtual only meeting format. If you own Ordinary Shares of record and you do not vote

by proxy or in person at the Meeting, your shares will not be voted.

you own shares in street name (i.e., you are a streets shareholder), meaning that your shares are held by a bank, brokerage firm, or

other nominee, you are then considered the "beneficial owner" of shares held in "street name," and as a result,

this proxy statement, the notice of Meeting and the proxy card will be provided to you by your bank, brokerage firm, or other nominee

holding the shares. You may provide voting instructions to them directly by returning a voting instruction form received from that institution.

If you own Ordinary Shares in street name and attend the Meeting in person, you must obtain a "legal proxy" from the bank,

brokerage firm, or other nominee that holds your shares in order to vote your shares at the Meeting and present your voting information

card and subject to our right to convert to a virtual only meeting format.

shareholders may revoke their proxy or change voting instructions before shares are voted at the Meeting by submitting a written notice