Exhibit 99.2

ICECURE MEDICAL LTD.

CEASEREA, ISRAEL

PROXY STATEMENT

SPECIAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON MAY 15, 2025

The enclosed proxy statement is being solicited by the board of directors (the “Board of Directors”) of IceCure Medical Ltd. (the “Company”) for use at the Company’s special general meeting of shareholders (the “Meeting”) to be held at on Thursday, May 15, 2025 at 16:00 Israel time, or at any adjournment or postponement thereof, at the Company’s offices at 7 Ha’Eshel St., Caesarea, 3079504, Israel.

Upon the receipt of a properly executed proxy in the form enclosed, the persons named as proxies therein will 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 will be voted in favor of each of the proposals described in this proxy statement.

Quorum and Adjournment

Two or more shareholders present, personally or by proxy, holding not less than 25% of the Company’s issued and outstanding Ordinary Shares, shall constitute a quorum for the Meeting. If within half an hour of the Meeting time a quorum is not present, the Meeting shall stand adjourned until May 15, 2025, at 18:00 Israel time. If a quorum is not present at the adjourned meeting within half an hour of this time, 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.

Vote Required for Approval of Each of the Proposals

Proposal Nos. 1, 2, 3 (in case Proposal 1 will not be approved), 4 and 5 (in case Proposal 1 will not be approved), described hereinafter, are subject to the fulfillment of the aforementioned voting requirements and also one of the following additional voting requirements: (i) the majority of the shares that are voted at the Meeting in favor of such proposal, excluding abstentions, include a majority of the votes of shareholders who are not controlling shareholders and who do not have a personal interest in the proposal; or (ii) the total number of shares of the shareholders mentioned in clause (i) above that are voted against such proposal does not exceed 2% of the total voting rights in the Company (a “Special Majority”).

For this purpose, a “Controlling Shareholder” is defined under the Companies Law (as defined hereafter) as any shareholder that has the ability to direct the Company’s activities (other than by means of being a director or office holder of the Company). A person is presumed to be a Controlling Shareholder if it holds or controls, by himself or herself or together with others, one half or more of any one of the “means of control” of a company. In the context of a transaction with an interested party, a shareholder who holds 25% or more of the voting rights in a company is also presumed to be a Controlling Shareholder if no other shareholder holds more than 50% of the voting rights in such company. “Means of Control” is defined as either: (i) the right to vote at a general meeting of a company, or (ii) the right to appoint directors of a company or its chief executive officer.

For this purpose, “Personal Interest” is defined under the Companies Law as: (1) 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 or her aforementioned relatives serve 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; or (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, but (2) excludes a personal interest arising solely from the fact of holding shares in the company.

Proposal Nos. 3 (in case Proposal 1 will be approved) and 5 (in case Proposal 1 will be approved), require the affirmative vote of shareholders present at the Meeting, in person or by proxy, and holding Ordinary Shares representing in the aggregate at least a majority of the votes actually cast by shareholders with respect to such 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 5% of the outstanding voting rights of the Company), to Mr. Ronen Tsimerman, at 7 Ha’Eshel St., Caesarea, 3079504, Israel, or via e-mail: ronent@icecure-medical.com, no later than April 17, 2025. 

Position Statements

Shareholders wishing to express their position on an agenda item for this Meeting may do so by submitting a written statement in accordance with the Companies Law (a “Position Statement”) to the Company’s offices, c/o Mr. Ronen Tsimerman, at 7 Ha’Eshel St., Caesarea, 3079504, Israel, or via e-mail: ronent@icecure-medical.com. Any Position Statement received will be furnished to the U.S. Securities and Exchange Commission (the “SEC”) on a Report of Foreign Private Issuer on Form 6-K and will 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 May 5, 2025. A shareholder is entitled to contact the Company directly and receive the text of the proxy card and any Position Statement. The response of the Board of Directors to the Position Statement will be submitted no later than May 9, 2025. 

One shareholder or more holding Ordinary Shares which represent 5% or more of the Company’s voting rights (58,616,276 Ordinary Shares as of the date of this Proxy Statement) and whoever holds 5% (five percent) of the Company’s voting rights without taking into consideration the shares that are held by the Company’s controlling shareholder (24,031,790 Ordinary Shares) is entitled to examine the proxy and voting materials in the Company’s office after the General Meeting is held.

There may be changes on the agenda after publishing the Proxy and there may be additional Position Statements which could be published. Therefore, the most updated agenda will be furnished to the SEC on a Report of Foreign Private Issuer on Form 6-K and will be made available to the public on the SEC’s website at www.sec.gov.

For purposes of all the Proposals above, a shareholder must inform the Company before the vote (or if voting by proxy, indicate on the proxy card) whether such shareholder is a controlling shareholder or has a personal interest in any such proposals, and failure to do so disqualifies the shareholder from voting on of each of the Proposals above. If you believe that you, or a related party of yours, is a controlling shareholder or possesses a personal interest and you wish to vote on any of the above Proposals (as the case may be), you should indicate that you, or a related party of yours, is a controlling shareholder or that there is a personal interest on the enclosed proxy card (if applicable) and should therefore contact our Chief Financial Officer, Mr. Ronen Tsimerman, at 7 Ha’Eshel St., Caesarea, 3079504, Israel, or via e-mail: ronent@icecure-medical.com, who will advise you as to how to submit your vote for such proposals. If you hold your shares in a “street name” (i.e., shares that are held through a bank, broker or other nominee) and believe that you are a controlling shareholder or possess a personal interest in the approval of any of the above Proposals, you may also contact the representative managing your account, who could then contact our Chief Financial Officer on your behalf.

PROPOSAL 1 

TO APPROVE the RENEWAL OF THE COMPANY’S COMPENSATION POLICY

Pursuant to the Israeli Companies Law, all public Israeli companies are required to adopt a written compensation policy for their executives, which addresses certain items prescribed by the Companies Law and serves as a flexible framework for executive and director compensation. In addition, the Company is required to review, update (if necessary) and approve the Compensation Policy every three (3) years.

Accordingly, On March 23, 2025 and on March 26, 2025 the compensation committee of the Board of Directors (the “Compensation Committee”) and the Board of Directors, respectively, reviewed in depth the terms of the previous compensation policy which was in effect between the years 2022-2025 (the “Previous Compensation Policy”), compared different components of compensation to companies similar to the Company using a benchmark analysis performed by an independent consultant, and approved and recommended that the Company’s shareholders approve the updated 2025 compensation policy, in the form attached as Exhibit A to the Proxy Statement (the “New Compensation Policy”), for a period of three (3) years commencing on the shareholders’ approval.

The following table presents the main changes made in the New Compensation Policy compared to the Previous Compensation Policy:

When considering the New Compensation Policy, the Compensation Committee and Board of Directors considered numerous factors, including the advancement of the Company’s objectives, the Company’s business plan and its long-term strategy, and creation of appropriate incentives for directors and executive officers. The Compensation Committee and the Board of Directors also considered, among other things, the Company’s risk management, size and the nature of its operations, and reviewed various data and information they deemed relevant. The Compensation Committee and the Board of Directors believe that the New Compensation Policy is designed to promote retention of and incentivize directors and executive officers, incentivize superior individual excellence, align the interests of the Company’s directors and executive officers with the long-term performance of the Company and provide a risk management tool.

The shareholders of the Company are requested to adopt the following resolution:

“RESOLVED, to adopt the New Compensation Policy for the Company’s directors and officers, in the form attached as Exhibit A to the Proxy Statement.”

The approval of this proposal, as described above, requires the affirmative vote of a Special Majority. 

The Board of Directors unanimously recommends that the shareholders vote FOR the above proposal.

PROPOSAL 2

to approve an equity-based compensation GRANT to Mr. Eyal Shamir,

THE Company’s Chief Executive Officer and director

On March 23, 2025 and on March 26, 2025 (the “Date of Grant”), the Compensation Committee and the Board of Directors, respectively, approved and recommended that the Company’s shareholders approve the grant of Restricted Share Units (“RSUs”) to Mr. Eyal Shamir, the Company’s Chief Executive Officer and a director, under the Company’s Amended and Restated 2024 Employee Equity Incentive Plan (the “2024 Plan”).

The recommended grant to Mr. Shamir consists of 525,949 RSUs (the “Grant of RSUs to Mr. Shamir”). The aggregate value of the Grant of RSUs to Mr. Shamir and its terms are in accordance with the Previous Compensation Policy and the New Compensation Policy and amounts to a total value of approximately $ 599,582.

Terms of Grant of RSUs to Mr. Shamir

In the event of termination of employment between the Company and Mr. Shamir, any unvested RSUs at the time of such termination shall expire immediately.

The RSUs are granted in accordance with the capital gain track of Section 102 of the Israeli Income Tax Ordinance, 1961.

All other terms and conditions of the RSUs are in accordance with the 2024 Plan.

Together with the outstanding options to purchase up to 588,833 Ordinary Shares of the Company, granted to Mr. Shamir in aggregate in the past, subject to the approval of shareholders to the Grant of RSUs to Mr. Shamir, Mr. Shamir’s holdings will be equal to approximately 1.8% of the Company’s issued and outstanding share capital on a fully diluted basis as of the date of this proxy statement.

In recommending the approval of the Grant of RSUs to Mr. Shamir, the Compensation Committee and the Board of Directors each have considered all relevant considerations and discussed all matters required under the Companies Law and the regulations promulgated thereunder; and also considered, including, among other things: (i) factors enumerated in the New Compensation Policy including the position, responsibilities, background and experience of Mr. Shamir; (ii) the fact that Mr. Shamir did not receive any equity-based compensation in the past two years; (iii) that the Grant of RSUs to Mr. Shamir is in accordance with the Previous Compensation Policy and the New Compensation Policy terms; (iv) that the Grant of RSUs to Mr. Shamir constitutes fair and reasonable value; and (v) Mr. Shamir’s contributions and achievements as the Company’s Chief Executive Officer, including finalizing the ICE3 study, regulatory submission to the FDA of the ICE3 study results for breast cancer clearance and the recent regulatory approval of the XSense system by the FDA. Additionally, Mr. Shamir has presided over the Company’s continued global growth, as evidenced by the increased utilization of its cryoablation system, with regulatory approval and initial sales in Brazil and regulatory clearance for IceSense3 CryoProbes, in the People’s Republic of China. Mr. Shamir has successfully overseen a strategy to raise the awareness of the Company’s cryoablation systems, including among the leading medical societies such as the American Society of Breast Surgeons, the Society of Interventional Radiologists and the Society of Interventional Oncologists.

The shareholders of the Company are requested to adopt the following resolution:

“RESOLVED, to approve the Grant of RSUs to Mr. Eyal Shamir, as set forth in the Proxy Statement.”

The approval of this proposal, as described above, requires the affirmative vote of a Special Majority.

The Board of Directors unanimously recommends a vote FOR on the above proposal.

PROPOSAL 3

to approve an equity-based compensation GRANT to Mr. RON MAYRON,

THE COMPANY’S chairman OF THE BOARD OF DIRECTORS

On March 23, 2025 and on March 26, 2025, the Compensation Committee and the Board of Directors, respectively, approved and recommended that the Company’s shareholders approve a grant of RSUs to Mr. Ron Mayron, the Company’s Chairman of the Board of Directors, under the 2024 Plan.

The recommended grant to Mr. Mayron, consists of 286,631 RSUs (the “Grant of RSUs to Mr. Mayron”). The aggregate value of the Grant of RSUs to Mr. Mayron and its terms are in accordance with the Previous Compensation Policy and the New Compensation Policy and amounts to a total value of approximately $ 326,759.

Terms of Grant of RSUs to Mr. Mayron

In the event of termination of employment between the Company and Mr. Mayron, any unvested RSUs at the time of such termination shall expire immediately.

The RSUs are granted in accordance with the capital gain track of Section 102 of the Israeli Income Tax Ordinance, 1961.

All other terms and conditions of the RSUs are in accordance with the 2024 Plan.

Together with the outstanding options to purchase 314,590 Ordinary Shares of the Company, granted to Mr. Mayron in aggregate in the past, subject to the approval of shareholders to the Grant of RSUs to Mr. Mayron, Mr. Mayron’s holdings will be equal to approximately 1% of the Company’s issued and outstanding share capital on a fully diluted basis as of the date of this proxy statement.

In recommending the approval of the Grant of RSUs to Mr. Mayron, the Compensation Committee and the Board of Directors each have considered all relevant considerations and discussed all matters required under the Companies Law and the regulations promulgated thereunder and also considered, including among other things: (i) the position, responsibilities, background and experience of the grantee; (ii) that Mr. Mayron did not receive any equity-based compensation in the past two years; (iii) that the Grant of RSUs to Mr. Mayron is in accordance with the Previous Compensation Policy and the New Compensation Policy terms; (iv) that the Grant of RSUs to Mr. Mayron constitutes fair and reasonable value; and (v) Mr. Mayron’s services and contribution to the Company in the form of providing guidance and leadership. Mr. Mayron, as Active Chairman of the Board of Directors, established the Company’s vision, and helped to develop the strategic plan that enabled the Company to achieve several key milestones over the past year, including but not limited to the completion of the ICE3 study, regulatory submission to the FDA of the ICE3 study results for breast cancer clearance and recent regulatory approval of the XSense system by the FDA.

The shareholders of the Company are requested to adopt the following resolution:

“RESOLVED, to approve the Grant of RSUs to Mr. Ron Mayron, as set forth in this Proxy Statement.”

In case Proposal 1 to this Proxy Statement will be approved, the approval of this proposal, as described above, requires the affirmative vote of a Simple Majority.

In case Proposal 1 to this Proxy Statement will not be approved, the approval of this proposal, as described above, requires the affirmative vote of a Special Majority.

The Board of Directors unanimously recommends that the shareholders vote FOR the above proposal.

PROPOSAL 4 

to approve an equity-based compensation GRANT to Mr. YANG HUANG, A DIRECTOR OF THE COMPANY

Background

Mr. Yang Huang is a director of the Company and provides services to the Company’s controlling shareholder, Epoch Partner Investments Limited.

Under the Companies Law, arrangements concerning compensation of a Company’s controlling shareholder and his relatives, in accordance with or which exceed the terms of the Company’s Compensation Policy, require the approval by the Compensation Committee, the Board of Directors and the Company’s shareholders (in a Special Majority), in that order.

Grant of Equity-Based Compensation

On March 23, 2025 and on March 26, 2025, the Date of Grant, the Compensation Committee and the Board of Directors, respectively, approved and recommended that the Company’s shareholders approve a grant of RSUs to Mr. Yang Huang, a director of the Company.

The recommended grant to Mr. Huang consists of 111,468 RSUs to be granted to Mr. Huang (the “Grant of RSUs to Mr. Yang Huang”). The aggregate value of the Grant of RSUs to Mr. Huang and its terms are both in accordance with the Previous Compensation Policy and the New Compensation Policy and amounts to a total value of approximately $ 127,074.

Terms of Grant of RSUs To Mr. Yang Huang

In the event of termination of engagement between the Company and Mr. Huang, any unvested RSUs at the time of such termination shall expire immediately.

All other terms and conditions of the RSUs are in accordance with the 2024 Plan.

Together with the outstanding options to purchase 146,373 Ordinary Shares of the Company, granted to Mr. Huang in aggregate in the past, subject to the approval of shareholders to the Grant of RSUs to Mr. Huang, Mr. Huang’s holdings will be equal to approximately 0.3% of the Company’s issued and outstanding share capital on a fully diluted basis as of the date of this proxy statement.

In recommending the approval of the Grant of RSUs to Mr. Yang Huang, the Compensation Committee and the Board of Directors each have considered all relevant considerations and discussed all matters required under the Companies Law and the regulations promulgated thereunder and also considered, including among other things: (i) that the Grant of RSUs to Mr. Huang is in accordance with the Previous Compensation Policy and the New Compensation Policy; (ii) that the Grant of RSUs to Mr. Yang Huang constitutes fair and reasonable value; and (iii) Mr. Huang’s efforts and contribution to the Company’s operations in the People’s Republic of China and regulatory achievements in the People’s Republic of China, including clearance for the IceSense3 CryoProbes.

The shareholders of the Company are requested to adopt the following resolution:

“RESOLVED, to approve the Grant of RSUs to Mr. Yang Huang, as set forth in this Proxy Statement.”

The approval of this proposal, as described above, requires the affirmative vote of a Special Majority.

The Board of Directors unanimously recommends that the shareholders vote FOR the above proposal.

PROPOSAL 5 

TO APPROVE AN AMENDMENT TO THE SERVICES AGREEMENT OF MR. RON MAYRON,

CHAIRMAN OF THE COMPANY’S BOARD OF DIRECTORS 

Background

Since assuming the role of Chairman in January 2018, Mr. Mayron has led the Company through a significant period of growth and strategic progress, including, among other achievements, its listing on Nasdaq Capital Market, finalizing the benchmark ICE3 trial and study, successfully receiving a favorable recommendation from the FDA medical device advisory committee panel for ProSense, and the development of its next-generation XSense system.

An amendment to the services agreement of Mr. Mayron

Mr. Mayron currently receives a fixed monthly fee of NIS 33,000 and does not have an advance notice period in place, which is uncommon compared to standard industry practices for chairpersons of public companies.

On March 23, 2025 and on March 26, 2025, the Compensation Committee and the Board of Directors, respectively, approved adding a six-month advance notice period to Mr. Mayron’s services agreement (the “Amended Notice Period”) and recommended that the Company’s shareholders approve it as well.

In recommending the approval of the Amended Notice Period to Mr. Mayron, the Compensation Committee and the Board of Directors each have considered all relevant considerations and discussed all matters required under the Companies Law and the regulations promulgated thereunder and also considered, including among other things: (i) that the Amended Notice Period is in accordance with the New Compensation Policy; (ii) Mr. Mayron’s leadership, efforts and contribution to the Company’s business development, funding and advancement in its research and development and regulatory positioning; and (iii) the proposed Amended Notice Period is intended to align with prevailing corporate governance standards and to ensure an orderly future leadership transition, thereby enhancing the Company’s long-term stability and providing greater assurance to investors.

The shareholders of the Company are requested to adopt the following resolution:

“RESOLVED, to approve the Amended Notice Period to the services agreement of Mr. Ron Mayron, as set forth in this Proxy Statement”

In case Proposal 1 to this Proxy Statement will be approved, the approval of this proposal, as described above, requires the affirmative vote of a Simple Majority.

In case Proposal 1 to this Proxy Statement will not be approved, the approval of this proposal, as described above, requires the affirmative vote of a Special Majority.

The Board of Directors unanimously recommends that the shareholders vote FOR the above proposal.

OTHER BUSINESS

The Board of Directors is not aware of any other matters that may be presented at the Meeting other than those described in this proxy statement. If any other matters do properly come before the Meeting, including the authority to adjourn the Meeting, it is intended that the persons named as proxies will vote, pursuant to their discretionary authority, according to their best judgment in the interest of the Company.

ADDITIONAL INFORMATION

The Company is subject to the informational requirements of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), as applicable to foreign private issuers. Accordingly, the Company files reports and other information with the SEC. All documents which the Company will file on the SEC’s EDGAR system will be available for retrieval on the SEC’s website at http://www.sec.gov.

As a foreign private issuer, the Company is exempt from the rules under the Exchange Act prescribing certain disclosure and procedural requirements for proxy solicitations. In addition, the Company is not required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as United States companies whose securities are registered under the Exchange Act. The Notice of the Special General Meeting of Shareholders and the proxy statement have been prepared in accordance with applicable disclosure requirements in the State of Israel.

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROXY STATEMENT OR THE INFORMATION FURNISHED TO YOU IN CONNECTION WITH THIS PROXY STATEMENT WHEN VOTING ON THE MATTERS SUBMITTED TO SHAREHOLDER APPROVAL HEREUNDER. THE COMPANY HAS NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT FROM WHAT IS CONTAINED IN THIS DOCUMENT. THIS PROXY STATEMENT IS DATED APRIL 10, 2025. YOU SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED IN THIS DOCUMENT IS ACCURATE AS OF ANY DATE OTHER THAN APRIL 10, 2025, AND THE MAILING OF THIS DOCUMENT TO SHAREHOLDERS SHOULD NOT CREATE ANY IMPLICATION TO THE CONTRARY.

Your vote is important!

Shareholders are urged to complete and return their proxies promptly in order to, among other things, ensure action by a quorum and to avoid the expense of additional solicitation. If the accompanying proxy is properly executed and returned in time for voting, and a choice is specified, the shares represented thereby will be voted as indicated thereon. EXCEPT AS MENTIONED OTHERWISE IN THIS PROXY STATEMENT, IF NO SPECIFICATION IS MADE, THE PROXY WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS DESCRIBED IN THIS PROXY STATEMENT.

Proxies and all other applicable materials should be sent to the Company’s office at 7 Ha’Eshel St., Caesarea, 3079504, Israel.

Exhibit A

IceCure Medical Ltd.

(“the Company”)

Compensation Policy for Company’s Office Holders

Dated: May 2025

Introduction

“Applicable Law”- shall mean any applicable law, rule, regulation, statute, extension order, judgment, order or decree of any federal, state or local governmental, regulatory or adjudicative authority or agency, of any jurisdiction, and the rules and regulations of any stock exchange or trading or quotation system on which the securities of the Company are then traded, listed or quoted.

“Office holder”- as defined in the Companies Law- 5759-1999, i.e., Chief Executive Officer (CEO), Chief Business Officer (CBO), deputy CEO, any person filling any of these positions in the Company even if he or she holds a different title, Directors (including Chairmen)Office holder, and any Subordinate office holder.

“Subordinate office holder”- Office holder manager reporting directly to the CEO.

“Foreign office holder”- Office holder who his / her residency is outside of Israel.

In accordance with the Policy, the compensation of the Office holders shall be based on all or some of the following components:

(the components in sections 2.2.3 and 2.2.4 above shall be called hereafter: the “variable components”).

At the time of approval of the compensation package of an Office holder, the Compensation Committee and Board of Directors of the Company shall assess the compliance of each of those components and of the total cost of employment and/or consultancy fee with the criteria set out in this Policy.

Generally, some or all of the following parameters will be considered when reviewing the compensation terms of an Office holder.

The compensation package may include benefits that are generally acceptable in the market where employee serves, such as vacation pay², contributions towards pension, life insurance, education fund, training fund saving, health insurance, social rights and benefits, mobile phone (including grossing up of the taxable value of the phone), internet and landline, gifts on public holidays, recreation, medical tests, medical insurance and/or undertaking such an insurance policy and other expenses, severance pay, managers insurance, disability insurance, leased car or company car, as well as bearing the cost of related expenses or reimbursement thereof, or the value of the use thereof, including the gross up of car use value, or transportation allowance, sick days, recuperation pay, expense reimbursement (including domestic and international travel expenses and per diem payments), payments for meals during working hours, according to the Company’s policy, payments or participation in relocation and related costs and expenses, loans or advances (subject to Applicable Law), newspaper or online subscriptions, professional membership dues or subscription fees, exculpation and indemnification to the fullest extent permitted by Applicable Law, directors’ and officers’ liability insurance, to the fullest extent permitted by Applicable Law, all as approved by the Compensation Committee and the Company’s Board of Directors, at their discretion and in accordance with the applicable Company policy.

Any of the above benefits may include gross up of taxes and/or mandatory payments required to be made by Applicable Law.

Company Office holders shall be entitled (if approved in accordance with Applicable Law) to receive a Company vehicle (including by way of leasing) in the following costs:

Such entitlement may include grossing up the taxable value of this benefit, fuel expenses, licensing, insurance and other related expenses.

The Company may add an amount equal to the vehicle costs as additional salary to the Office holder, provided that the total payroll will be in accordance to the limitation of the Policy.

Insurance

Indemnification and Exemption

For that purpose, the “effective shareholders’ equity of the Company” means the amount of the Company’s shareholders’ equity in accordance with the last consolidated audited or reviewed financial statements of the Company (as applicable) at the time of actual payment of the indemnification. It is hereby clarified that the indemnification shall be paid in excess of any amount paid under the liability insurance of directors and Office holders, which the Company has purchased or will purchase from time to time.

Active Chairman- 30 days per year of service, and in any case up to 180 days advance notice period.

CEO- up to 270 days advance notice period.

Subordinate office holder- up to 240 days advance notice period.

Office holders, who are Company’s employees, will be entitled to severance pay in accordance with the provisions of the local law.

In addition to the basic salary, the compensation package of Company’s Office holders may include eligibility to an annual bonus that is based on measurable targets and to an annual discretionary bonus (hereafter jointly: “the annual bonus”).

For the purpose of this Annual bonus section, whenever the term “salary” is used, it means (i) in the case of an employed Office holder – the gross salary in terms of employer cost as paid to the Office holder for the month of December in the relevant year, including any social benefits and related benefits as detailed in section 2.5.4 and 2.5.5 herein and (ii) in the case of Office holder with no employer-employee relationship – the fee paid to the Office holder for the month of December in the relevant year, excluding VAT (if applicable).

The Company may grant an Office holder an annual bonus up to the maximum annual bonus as described in the table in section 2.7.7 below, based on the compensation plan which will be approved by the compensation committee and the Board of Directors for each year in advance.

At the end of each year, the Compensation Committee and Board of Directors will review the Office holders’ meeting their measurable targets in order to determine that component of the annual bonus, which is based on measurable targets. The Compensation Committee and Board of Directors may determine to pay only part of the component of the annual bonus, which is based on measurable targets, if the Office holder meets only some of the targets.

According to the rates stated below, the components for each of the Office holders of the annual bonus will be:

Set forth below are several suggested criteria for the annual bonus that is based on measurable targets. It should be clarified that this list is not a closed and binding list. The Compensation Committee and the Board of Directors may consider adding or removing some of those criteria, considering the role of each Office holder, his areas of responsibility and the Company’s activity. a bonus that is based on meeting principal and personal performance metrics that are quantified and set out in the Company’s work plan and attributed to the relevant Office holder.

These performance metrics may include, among other things:

Active Chairman and CEO Measurable Targets Criteria

Subordinate Measurable Targets Criteria

Notwithstanding the above, if in a specific year the Company does not pay the CEO or the Active Chairman (as applicable) an annual bonus that is based on measurable targets (i.e., if the discretionary annual bonus paid to the CEO or the Active Chairman (as applicable) constitutes the total annual bonus paid on that year), then the amount of the discretionary bonus that the Company may pay to the CEO or to the Active Chairman (as applicable and separately) shall not exceed three (3) gross monthly salaries of that Office holder.

As part of the calculation of the eligibility to annual bonus that is based measurable targets on the basis of financial statements data (if such targets are set) the Board of Directors or the Compensation Committee will be authorized to neutralize the effect of “one-off events”, or alternatively to decide that such events should not be neutralized in a certain year, as applicable.

Notwithstanding the foregoing, subject to Applicable Law, the Company’s competent organs shall be entitled to approve payment of discretionary bonus on an Annual, quarterly, monthly, or otherwise basis.

The Board of Directors, subject to the recommendation of the Compensation Committee and the officer’s direct supervisor, may decide to grant a one-time bonus (beyond the Annual Bonus, as described in Section 2.7 above), to an Office holder, including the chairmen and directors, in respect of special efforts performed by the officer and / or in respect of the significant contribution of the officer to the Company’s operations, special projects or extra ordinary achievements which are not in the Company’s general course of business (the “One-Time Bonus”).

The aggregate amount of one-time bonus and annual bonus, shall not exceed 18 monthly base salaries. The One-Time Bonus is separate from the Special Bonus and the annual bonus.

An approval of a One-Time Bonus to the CEO, that meets the aforesaid conditions, shall not be subject to the approval of the General Meeting, as long as the aggregate amount of all discretionary bonuses does not exceed 3 monthly salaries.

The Board of Directors, subject to the recommendation of the Compensation Committee and the officer’s direct supervisor, may decide to grant a special bonus (beyond the Annual Bonus, as described in Section 2.7 above), to an Office holder, including board members and chairmen, in case of a consummation of a merger, or sale or assignment by the Company of all or substantially all of the issued and outstanding shares of the Company and/or all or substantially all of the Company’s assets (i.e. the “Special Bonus”). The Special Bonus for all Office holders together will be subject to a limit of 6% of the Transaction value, and in accordance with Applicable Law (the “Special Bonus”).

The Special Bonus is separate from the One-Time Bonus and the Annual Bonus.

An approval of a Special Bonus to the CEO, that meets the aforesaid conditions, shall not be subject to the approval of the General Meeting, as long as the aggregate amount of all discretionary bonuses does not exceed 3 monthly salaries.

The CEO, may decide to grant Office holders that are providing services of sales and/or business development for the Company, with commissions, as shall be determined in their employment agreement (the “Sales Office holders” and “Commission”, respectively). The purpose of granting Commissions to Sales Office holders is to incentivize Sales Office holders to increase the amount of sales of Company’s products. For each Sales Office holder, the aggregate amount of Commissions paid by the Company in each calendar year shall be up to 5% from direct contribution to the Company’s income from sales, and in any case, the amount paid for each Sales Office holder shall not exceed $500,000. The Commissions will be paid on either a monthly, quarterly or annual basis. The maximum amount of Commissions shall be considered from time to time.

The Commission paid to a Sales Office holder shall be separate from the Annual Bonus and/or Special Bonus given to them, or instead of Annual Bonus and/or Special Bonus, as suggested by in each case by the CEO and approved by the Compensation Committee.

The Commission shall be limited by the ratio between the fixed compensation and variable compensation, as further specified in section 2.12 herein.

“Deemed Liquidation” - shall mean:

(i) a merger or consolidation of the Company with or into another corporation resulting in such other corporation being the surviving entity or the direct or indirect parent of the Company or resulting in the Company being the surviving entity and there is a change in the ownership of Company’s shares of, such that another person or entity owns fifty percent (50%) or more of the outstanding voting power of the Company’s securities by virtue of the transaction; or (ii) an acquisition of all or substantially all of the Company by any person (including an existing non-majority shareholder or its affiliate of shares not held by any affiliate of such shareholder); or (iii) the sale and/or transfer (including by way of an exclusive license) of all or substantially all of the Company’s assets; or (iv) such other transaction with a similar effect, as shall be determined by the Board. 

In case of any doubt whether the facts of the transaction in question meet the foregoing definition of the term Deemed Liquidation, then the Board shall determine whether or not the facts of the transaction in question meet the definition the foregoing definition.

Maximum amounts as follows:

In sections 2.13.2 and 2.13.3 above, “immaterial changes to the service and employment terms” are changes, the aggregate value of which does not exceed 5% of the overall annual cost of compensation of the Office holder.

All other provisions regarding the long-term compensation that apply to the officers under this Policy, will also apply to the long-term compensation granted to directors.

The Company may seek reimbursement of all, or a portion of any compensation paid to an Office holder based on financial data included in Company’s financial statements in any fiscal year that are found to be inaccurate and are subsequently restated.

In any such event, Company will seek reimbursement from the Office holders to the extent such Office holders would not have been entitled to all or a portion of such compensation, based on the financial data included in the restated financial statements. 

The Compensation Committee will be responsible for approving the amounts to be recouped and for setting terms for such recoupment from time to time. Any recoupment under this section 2.15 may be in addition to (and not limited by) any other remedies or rights of recoupment available to the Company pursuant to the terms of any similar policy or under Applicable Law.

Monetary amounts in this Policy are quoted in $, yet subject to the applicable currency exchange rates or any exchange rate determined by the Board of Directors.

The ratio of the average and median salary between the officers to the other full-time employees (in practice as of the date of approval of the Policy):

As of the date of the compensation policy in the Company, there are 54 full-time employees who are not Office holders. It is clarified that for the purpose of calculating the aforesaid ratios, only the employees of IceCure Medical Ltd. were included.

At the time of approval of the compensation policy, the compensation committee examined the existing gaps between the officers and the other employees and found that in light of the nature and structure of the Company, the above ratios will not affect the existing employment relationship in the company. In addition, the compensation committee and the Board of Directors believe that these data have a limited effect on determining the salaries of the Company’s officers, given the structure of the Company.

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