NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS Notice is hereby given that an Annual General Meeting of Shareholders (the " Meeting ") of Polyrizon Ltd. (the " Company ") will be held on Thursday

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

Notice is hereby given that

an Annual General Meeting of Shareholders (the "Meeting") of Polyrizon Ltd. (the "Company") will

be held on Thursday, April 17, 2025, at 4:00 p.m. Israel time at the Company's offices at 5 Hatidhar Street, Raanana, Israel.

The agenda for the Meeting shall be as follows (the "Proposals"):

To transact such other business as may properly come before

the Meeting or any adjournment thereof.

In addition, at the Meeting,

representatives of the Company's management will be available to review and discuss with shareholders the consolidated financial

statements of the Company for the year ended December 31, 2024.

These proposals are described

in detail in the enclosed proxy statement, which we urge you to read in its entirety. The last date for submitting a request to include

a Proposal in accordance with Section 66(b) of the Israeli Companies Law, 5759-1999, is March 20, 2025. If the Company

determines that a shareholder proposal has been duly and timely received and is appropriate, the Company will publish a revised agenda

in the manner set forth in the proxy statement. The Company is not currently aware of any other matters to be presented at the Meeting.

If other matters properly come before the Meeting, it is the intention of the persons designated as proxies to vote in accordance with

their judgment on such matters.

Shareholders of record at

the close of business in New York on March 18, 2025 (the "Record Date"), are entitled to receive notice of, and vote

at, the Meeting and any adjournments or postponements thereof.

Under Israeli law, every

voting shareholder is required to notify the Company whether such shareholder is an Interested Shareholder. 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 that such shareholder is NOT an Interested Shareholder. If you are an Interested Shareholder (in which case your vote will

only count for or against the ordinary majority, and not for or against the special tally under Proposal No. 2, 4(a) and 5), please notify

Mr. Tomer Izraeli, Chief Executive Officer, at c/o Polyrizon Ltd., 5 Hatidhar Street, Raananna, Israel, telephone: +972-9-3740120,

or by email (IR@polyrizon-biotech.com). If your ordinary shares are held in "street name" by your broker, bank or other nominee

and you are an Interested Shareholder, you should notify your broker, bank or other nominee of that status, and they in turn should notify

the Company as described in the preceding sentence.

You can vote your ordinary

shares by attending the Meeting or by completing and signing the proxy card to be distributed with the proxy statement. If you hold ordinary

shares through a bank, broker or other nominee (i.e., in "street name") which is one of our shareholders of record at the

close of business on the Record Date, or which appears in the participant listing of a securities depository on that date, you must follow

the instructions included in the voting instruction form you receive from your bank, broker or nominee, and may also be able to submit

voting instructions to your bank, broker or nominee by phone or via the Internet. Please be certain to have your control number from your

voting instruction form ready for use in providing your voting instructions. If you hold your ordinary shares in "street name,"

you must obtain a legal proxy from the record holder to enable you to participate in and to vote your ordinary shares at the Meeting (or

to appoint a proxy to do so).

After careful consideration,

our Board of Directors recommends that you vote FOR the above Proposals, which are described in the proxy statement.

Whether or not you plan

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

Notice of Annual General Meeting of Shareholders and the proxy statement, please sign, date and mail the proxy card in the envelope provided

or vote by telephone or over the Internet in accordance with the instructions on your proxy card. A form of proxy for use at the Meeting

and a return envelope for the proxy are enclosed. You may revoke the authority granted by your execution of proxies at any time before

the exercise thereof by filing with us a written notice of revocation or duly executed proxy bearing a later date, or by voting in person

at the Meeting. Proxies must be received no later than forty-eight (48) hours prior to the time fixed for the Meeting. On all matters

considered at the Meeting, abstentions and broker non-votes will be treated as neither a vote "for" nor "against"

the matter, although they will be counted in determining whether a quorum is present.

Joint holders of shares should

take note that, pursuant to Article 32(d) of our Articles of Association of Association, the vote of the senior holder of the joint shares

who tenders a vote, in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s). For this purpose,

seniority will be determined by the order in which the names are recorded in our register of shareholders.

ANNUAL GENERAL MEETING OF SHAREHOLDERS

This Proxy Statement is being

furnished to the holders of ordinary shares, no par value, in connection with the solicitation of proxies on behalf of the board of directors

of Polyrizon Ltd. ("we," "us," "our," or the "Company") to

be voted at an Annual and Special General Meeting of Shareholders (the "Meeting") and at any adjournment thereof, pursuant

to the accompanying Notice of Annual and Special General Meeting of Shareholders. The Meeting will be held on Thursday, April 17, 2025,

at 4:00 p.m. Israel time at our offices at 5 Hatidhar Street, Raanana, Israel (the "Company Offices").

The Agenda for the meeting includes the following

matters (the "Proposals"):

Meeting, representatives of our management will be available to review and discuss our consolidated financial statements for the year

ended December 31, 2024.

We are currently not aware

of any other matters that may be raised at the Meeting. If any other matters are properly raised at the Meeting or any adjournment or

postponement thereof, the proxy confer discretionary authority with respect to acting thereon, and the persons named in the proxy or other

voting instrument will vote on such matters in accordance with their best judgment.

Board Recommendation

The Board of Directors

recommends that you vote "FOR" each of the proposals on the agenda.

Record Date; Entitlement to Vote

record at the close of business in New York on March 18, 2025 (the "Record Date") are entitled to receive notice of,

and vote at, the Meeting and any adjournments or postponements thereof. You are also entitled to notice of, and to vote at the Meeting,

and any adjournments or postponements thereof if you are a beneficial owner who holds ordinary shares through a broker, bank or other

nominee as of the Record Date. All shareholders are cordially invited to attend the Meeting in person.

2025, 4,394,445 ordinary shares were issued and outstanding each of which is entitled to one vote upon the matters to be presented at

You can vote either in person

at the Meeting or by authorizing another person as your proxy, whether or not you attend the Meeting. You may vote in any of the manners

The quorum required for the

Meeting, consists of at least two shareholders who are present at the Meeting, in person, by proxy ("Valid Meeting Participants"),

and who hold in the aggregate twenty-five percent (25%) or more of the voting rights of the Company. In the event that there is no quorum

present thirty minutes after the scheduled time, the Meeting will be adjourned to the same day, Thursday, April 17, 2025 at 17:30 p.m.

(Israel time) at the Company's offices (the "Adjourned Meeting"). If there is no quorum present thirty minutes

after the time set for the Adjourned Meeting, any shareholder present as a Valid Meeting Participant will then constitute a legal quorum

at the Adjourned Meeting. This notice will serve as notice of the Adjourned Meeting if no quorum is present at the original date and time,

and no further notice of the Adjourned Meeting will be given to shareholders.

Abstentions and "broker

non-votes", are counted as present and entitled to vote for purposes of determining a legal quorum.

Vote Required for Approval of the Proposals

The affirmative vote of the

holders of a majority of the voting power represented and voting in person or by proxy is required to approve each of the Proposals.

The approval of Proposal No.

2, 4(a) and 5, is subject to the fulfillment of one of the following additional voting requirements: (i) the majority of the ordinary

shares that are voted at the Meeting in favor of the Proposal, excluding abstentions, includes a majority of the votes of shareholders

who are not controlling shareholders or do not have a personal interest in the approval of the Proposal (each, an "Interested

Shareholder"); or (ii) the total number of ordinary shares of the shareholders mentioned in clause (i) above that are voted

against the Proposal does not exceed two percent (2%) of the total voting rights in the Company.

For this purpose, a "controlling