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

TECHNOLOGIES OXY B.H.N. Ltd.

NOTICE OF ANNUAL AND EXTRAORDINARY GENERAL MEETING

Notice is hereby given that an Annual and Extraordinary

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

or the "Company") will be held on December 30, 2025, at 4:00 p.m. Israel time at the Company's office, located

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

The Meeting is being called for the following

In addition to putting forward Proposals 1, 2

and 3, at the Meeting, the audited financial statements of the Company for the year ended December 31, 2024 and the Company's annual

report for the year ended December 31, 2024 will be presented for discussion and consideration by the Company's shareholders.

Board of Directors Recommendation

The Board of Directors unanimously recommends

that you vote in favor of Proposals 1, 2 and 3, which are described in the attached proxy statement (the "Proxy Statement").

Shareholders of record at the close of business

on December 2, 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"), Proposals 1, 2 and 3, described hereinafter, require the affirmative vote of shareholders present

at the Meeting, in person or by proxy, and holding ordinary shares, no par value (the "Ordinary Shares"), of the Company

amounting in the aggregate to at least a majority of the votes cast by shareholders at the Meeting with respect to such proposal ("Simple

A form of proxy for use at the Meeting is attached

to the Proxy Statement, 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 of Directors recommends a "FOR".

Shareholders may revoke their proxies or voting

instruction form (as applicable) in accordance with Section 9 of the Companies Law regulations (proxy and position statements), by filing

with the Company a written notice of revocation or duly executed proxy or voting instruction form (as applicable) bearing a later date

Shareholders of Record

If your shares are registered directly in your

name with our transfer agent, Equinity 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 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 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 also may attend the Meeting.

Since 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 and/or re-election of directors (Proposal 2) or any matter that relates to director compensation

(Proposal 3), which we believe are considered as non-routine under applicable rules; 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 count for all proposals.

INSPIRA TECHNOLOGIES OXY B.H.N. LTD.

ANNUAL AND EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON DECEMBER 30, 2025

The enclosed proxy statement (the "Proxy

Statement") is being solicited by the board of directors (the "Board of Directors") of Inspira Technologies

Oxy B.H.N. Ltd. (the "Company") for use at the Company's annual and extraordinary general meeting of shareholders

(the "Meeting") to be held on December 30, 2025, at 4:00 p.m. Israel time, or at any adjournment or postponement thereof.

Upon the receipt of a properly executed proxy

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. 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 each of

the proposals 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 December 30, 2025, at 6:00 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"), each of Proposals 1, 2 and 3 described hereinafter, requires the affirmative vote of shareholders

present at the Meeting, in person or 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 either Proposal 1, 2 or 3 (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 December 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").

Shareholders wishing to express their position

on an agenda item for this Meeting may do so by submitting a written statement (a "Position Statement") to the Company's

offices at 2 H-Tidhar Street, Ra'anana 4366504, Israel. Any Position Statement received shall be furnished with the U.S. Securities

and Exchange Commission ("SEC") on a Report on Form 6-K and be made available to the public on the SEC's website

at www.sec.gov. Position Statements should be submitted to the Company no later than December 20, 2025. A shareholder is entitled to contact

the Company directly and receive the text of the proxy card and any Position Statement. The Board of Directors' response to the

Position Statement shall be submitted no later than December 23, 2025.

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 RE-APPOINT ZIV HAFT, CERTIFIED PUBLIC ACCOUNTANTS

(ISRAEL), A MEMBER OF BDO GLOBAL, AS THE COMPANY'S INDEPENDENT AUDITOR OF THE COMPANY, AND TO AUTHORIZE THE COMPANY'S BOARD

OF DIRECTORS TO DETERMINE THE COMPENSATION OF ZIV HAFT UNTIL THE NEXT ANNUAL GENERAL MEETING

Under the Companies Law,

the appointment of independent public accountants requires the approval of the shareholders of the Company.

The Board of Directors

has authorized and approved the re-appointment of the accounting firm of Ziv Haft, Certified Public Accountants (Israel), a member of

BDO Global ("Ziv Haft"), as the Company's independent auditor until the next annual general meeting, after examining,