Hamenofim St., Building B, Herzliya 4672562, Israel NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 27, 2024 ________________________ Dear NeuroSense Therapeutics Ltd. Shareholders: We cordially invit

11 Hamenofim St., Building B, Herzliya 4672562,

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON JUNE 27, 2024

________________________

Dear NeuroSense Therapeutics Ltd. Shareholders:

We cordially invite you to

attend an Annual General Meeting of Shareholders (the "Meeting"), of NeuroSense Therapeutics Ltd. (the "Company"),

to be held at 11:00 a.m. (Israel time) on June 27, 2024 at our offices at 11 Hamenofim St., Building B, Herzliya 4672562, Israel.

The Meeting is being called

for the following purposes:

The Company is currently 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. Our Board of Directors unanimously recommends that you vote in

favor of the above proposal, which will be described in the accompanying Proxy Statement.

Shareholders of record at

the close of business on May 24, 2024 are entitled to notice of and to vote at the Meeting.

Whether or not you plan to

attend the Meeting, it is important that your shares be represented and voted at the Meeting. Accordingly, after reading the Notice of

Annual General Meeting of Shareholders and the accompanying Proxy Statement, please (i) vote online or (ii) mark, date, sign and mail

the enclosed proxy or voting instruction form as promptly as possible in the enclosed stamped envelope. If voting by mail, the proxy must

be received by Broadridge Financial Solutions, Inc. at least 48 hours (or such shorter period as the Chairman of the Meeting may determine)

prior to the appointed time of the Meeting to be validly included in the tally of ordinary shares voted at the Meeting. An earlier deadline

may apply to receipt of your voting instruction form, if indicated therein. Detailed proxy voting instructions are provided both in the

Proxy Statement and on the enclosed proxy card and voting instruction form. In the alternative, shareholders who hold their shares in

street name may be able to utilize the control number appearing on their voting instruction form to submit their voting instruction to

their brokers, trustees or nominees by other means, if so indicated on their voting instruction form.

NeuroSense Therapeutics Ltd.

__________________________

__________________________

ANNUAL GENERAL MEETING OF SHAREHOLDERS

This Proxy Statement is being

furnished in connection with the solicitation of proxies on behalf of the Board of Directors (the "Board") of NeuroSense Therapeutics

Ltd. ("NeuroSense" or the "Company"), to be voted at an Annual General Meeting of Shareholders (the "Meeting"),

and at any adjournment thereof, pursuant to the accompanying Notice of Annual General Meeting of Shareholders. The Meeting will be held

11 a.m. (Israel time) on June 27, 2024, at our offices at 11 Hamenofim St., Building B, Herzliya 4672562, Israel.

This Proxy Statement, the

attached Notice of Annual General Meeting of Shareholders and the enclosed proxy card or voting instruction card are being made available

on or about May 28, 2024 to holders of NeuroSense ordinary shares.

You are entitled to receive

notice of, and to vote at, the Meeting, if you hold ordinary shares as of the close of business on May 24, 2024, the record date for the

Meeting. You can vote your shares by attending the Meeting or by following the instructions under "How You Can Vote"

below. Our Board urges you to vote your shares so that they will be counted at the Meeting

The Meeting is being called

for the following purposes:

The Company is currently

unaware of any other matters that will come before the Meeting. Should any other matters be properly presented at the Meeting, the persons

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

Board Recommendation

Our Board unanimously recommends

that you vote "FOR" each of the above proposals.

On May 23, 2024, we had 18,037,006

ordinary shares issued and outstanding. Each ordinary share outstanding as of the close of business on the record date, May 24, 2024,

is entitled to one vote upon each of the proposals to be presented at the Meeting. Under our amended and restated articles of association,

the quorum required for general meetings of shareholders is at least two shareholders present in person or by proxy (including by voting

deed) holding 25% or more of our voting rights. A meeting adjourned for lack of a quorum will be

adjourned to the following week on the same day, at the same time and at the same place. If a legal quorum was also not present at the

adjourned meeting a half an hour after the time scheduled for it, the members present will be considered a legal quorum.

Vote Required for Approval of the Proposals

The affirmative vote of the

holders of a majority of the voting power represented at the Meeting in person or by proxy and voting thereon (which excludes abstentions)

is necessary for the approval of each of the proposals. Apart from for the purpose of determining a quorum, broker non-votes will not

be counted as present and are not entitled to vote.

In addition, the approval

of each of Proposals 5, 6 and 7 requires that either of the following two voting requirements be met as part of the approval by an ordinary

majority of shares present and voting thereon:

For purposes of Proposals

5, 6 and 7, a "controlling shareholder" is any shareholder that has the ability to direct the Company's activities (other

than by means of being a director or other office holder of the Company). A person is presumed to be a controlling shareholder if it holds

or controls, by itself or together with others, fifty percent (50%) or more of any one of the "means of control" of the Company.

"Means of control" is defined as any one of the following: (i) the right to vote at a general meeting of the Company or (ii)

the right to appoint directors of the Company or its chief executive officer.

A "personal interest"

of a shareholder, for purposes of Proposals 5, 6 and 7, is 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 serves 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 voting via a power of attorney given by a third

party (even if the empowering shareholder has no personal interest), and the vote of an attorney-in-fact shall be considered a personal

interest vote if the empowering shareholder has a personal interest, and all with no regard as to whether the attorney-in-fact has voting

discretion or not. A personal interest excludes (i) a personal interest arising solely from the fact of holding shares in the Company

and (ii) a personal interest that does not derive from a relationship with a controlling shareholder.

A controlling shareholder

and a shareholder that has a personal interest are qualified to participate in the vote on Proposals 5, 6 and 7; however, the vote of

such shareholders may not be counted towards the majority requirement described in the first bullet point above and will not count towards

the 2% threshold described in the second bullet point above.

shareholder must inform our Company before the vote whether or not such shareholder is a controlling shareholder or has a personal interest.

To avoid confusion, every shareholder voting by means of the enclosed proxy card or voting instruction form, or via telephone or internet

voting, will be deemed to confirm to the Company

that such shareholder is NOT an controlling shareholder and DOES NOT have a personal interest in any of Proposals 5, 6 and 7. If

you, or a related party of yours, is a controlling shareholder or possesses a personal interest and you wish to participate in the vote

on Proposals 5, 6 and 7 (in which case your vote will only count for or against the ordinary majority,

and not for or against the Special Majority required for approval of each of those Proposals), please notify Or Eisenberg,

the Company's Chief Financial Officer, by telephone at phone number (551) 755-4134 or by email at or@neurosense-tx.com). If you

hold your shares in "street name" (i.e., shares that are held through a bank, broker or other nominee)

and you are a controlling shareholder or possess a personal interest in the approval of Proposals 5, 6 and 7, you may also contact the

representative managing your account of that status, and they in turn should notify the Company as described in the preceding sentence.

You can vote your shares

by (i) voting online, (ii) completing and signing a proxy card or voting instruction form or (iii) attending the Meeting. If you are a