InterCure : Immediate Report of Meeting

November 29, 2021

VIA SEDAR

Re: Amended Management Information Circular

Please be advised that the management information circular dated November 24, 2021 (the "Circular") and filed on SEDAR on November 25, 2021 has been re-filed to correct the number of ordinary shares and percentage of outstanding ordinary shares held by Alexander Rabinovich as of November 24, 2021. The correct number of ordinary shares is 11,969,260, which represents 26.60% of the outstanding ordinary shares of Intercure Ltd. No other changes were made to the Circular. The re-filed Circular replaces and supercedes the previously filed Circular.

DATED at Herzliya, Israel, this 29h day of November, 2021

By Order of the Board of Directors

/s/ Alexander Rabinovich

Alexander Rabinovich

Chief Executive Officer

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON DECEMBER 30, 2021

To the shareholders of Intercure Ltd.:

NOTICE 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 Nass & Amit Gross, at 7 Metsada St., B.S.R Tower 4, Bnei Brak, Israel at 3:00 p.m. (Israel Time), Thursday, December 30, 2021.

The agenda of the Meeting, as more particularly described in the accompanying management information circular, will be as follows:

1. To re-elect Ms. Lennie Michelson Grinbaum to hold office, as an external director of the Company, commencing as of September 4th, 2021 for a period of three (3) years, until September 3rd, 2024.
2. To re-elect Mr. Gideon Hirschfeld to hold office, as an external director of the Company, commencing as of September 24th, 2021 for a 2021 for a period of three (3) years, until September 23rd, 2024.
3. To transact such other business as may properly be brought before the Meeting or any adjournment thereof.

The specific details of the matters to be put before the Meeting as identified above are set forth in the accompanying management information circular dated as of November 24, 2021 (the "Circular"), a copy of which will be available on the Company's SEDAR profile at www.sedar.com.

Only shareholders whose names have been entered in the register of shareholders at the close of business on November 24, 2021 (the "Record Date") are entitled to notice of, and to vote at, the Meeting and any adjournment or postponement thereof.

Shareholders may attend the Meeting in person or may be represented by proxy. Registered shareholders are encouraged to vote by proxy by following the instructions provided in the enclosed form of proxy and in the Circular. In order to be valid for use at the Meeting, proxies must be deposited not less than 48 hours, excluding Saturdays, Sundays and holidays, prior to the time set for the Meeting or any adjournment(s) or postponement(s) thereof. The deadline for the deposit of proxies may be waived or extended by the chair of the Meeting at his or her discretion without notice. Shareholders who attend the Meeting may revoke their proxies and vote their shares in person.

Non-registered beneficial owners who hold shares in Canada or the United States, whose ordinary shares are registered in the name of a broker, securities dealer, bank, trust company or similar entity (an "Intermediary") should carefully follow the voting instructions provided by their Intermediary.

Beneficial owners who hold ordinary shares through members of the Tel Aviv Stock Exchange, or the TASE, may either vote their shares in person at the Meeting by presenting a certificate signed by the TASE Clearing House member through which the shares are held, which complies with the Israel Companies Regulations (Proof of Ownership for Voting in General Meetings)-2000 as proof of ownership of the shares on the record date, or send such certificate along with a duly executed proxy (in the form filed by us on MAGNA, the distribution site of the Israeli Securities Authority, at www.magna.isa.gov.il), to us at 85 Medinat ha-Yehudim Street, Herzliya, 676670, Israel, Attention: Chief Financial Officer.

DATED at Herzliya, Israel, this 24th day of November, 2021

By Order of the Board of Directors

/s/ Alexander Rabinovich

Alexander Rabinovich Chief Executive Officer

85 Medinat ha-Yehudim Street Herzliya, 4676670, Israel

MANAGEMENT INFORMATION CIRCULAR

FOR AN EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON DECEMBER 30, 2021

This management information circular ("Circular") is furnished in connection with the solicitation of proxies by or on behalf of management of the Company. The form of proxy which accompanies this Circular (the "Proxy") is for use at the extraordinary general meeting (the "Meeting") of holders ("Shareholders") of ordinary shares of the Company (the "Ordinary Shares") to be held on Thursday, December 30, 2021, at 3:00 p.m. Israel time at the offices of the Company's attorneys, Doron Tikotzky Kantor Gutman Nass & Amit Gross., at 7 Metsada St., B.S.R Tower 4, Bnei Brak, Israel, or at any adjournments thereof.

Throughout this Circular, we use terms such as "Intercure," "we", "us", "our" and the "Company" to refer Intercure Ltd. and terms such as "you" and "your" to refer to our Shareholders.

VOTING INFORMATION

Voting Matters

At the Meeting, Shareholders will vote on the following matters:

1. To re-elect Ms. Lennie Michelson Grinbaum to hold office, as an external director of the Company, commencing as of September 4th, 2021 for a period of three (3) years, until September 3rd, 2024 ("Proposal 1").
2. To re-elect Mr. Gideon Hirschfeld to hold office, as an external director of the Company, commencing as of September 24th, 2021 for a 2021 for a period of three (3) years, until September 23rd, 2024 ("Proposal 2").

We 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 Recommendation

Our Board of Directors unanimously recommends that you vote "FOR" Proposal 1 and Proposal 2.

Who Can Vote

Only Shareholders at the close of business on November 24, 2021 shall be entitled to receive notice of and to vote at the Meeting.

How You Can Vote

You can vote your Ordinary Shares by attending the Meeting. If you do not plan to attend the Meeting, the method of voting will differ for Shareholders who hold Ordinary Shares in Israel, Canada and the United States (as described below).

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Voting Information for Shareholders Who Hold Ordinary Shares in Israel

Shareholders who hold Ordinary Shares in Israel can vote their Ordinary Shares by attending the Meeting. If you do not plan to attend the Meeting, the method of voting will differ for shares held as a record holder and shares held in "street name" (through a Tel Aviv Stock Exchange, or TASE, member). Record holders of shares will receive proxy cards. Holders of shares in "street name" through a TASE member will also vote via a proxy card, but through a different procedure (as described below).

Shareholders of Record in Israel

If you are a shareholder of record, you can submit your vote by completing, signing and submitting a proxy card, which has been published at www.magna.isa.gov.il, to the Company's office at 85 Medinat ha-Yehudim Street, Herzliya, 4676670, Israel.

Please follow the instructions on the proxy card.

Shareholders in Israel Holding in "Street Name" through the TASE

If you hold ordinary shares in "street name," that is, through a bank, broker or other nominee that is admitted as a member of the TASE, your shares will only be voted if you provide instructions to the bank, broker or other nominee as to how to vote, or if you attend the extraordinary meeting in person.

If voting by mail, you must sign and date a proxy card in the form filed by us on MAGNA on November 25, 2021 and attach to it a certificate signed by the TASE Clearing House member through which the shares are held, which complies with the Israel Companies Regulations (Proof of Ownership for Voting in General Meetings)-2000 as proof of ownership of the shares on the record date, and return the proxy card, along with the proof of ownership certificate, to the offices of our attorneys, Doron Tikotzky Kantor Gutman Nass & Amit Gross. (Attention: Ronen Kantor, Adv.) located at 7 Metsada st., B.S.R Tower 4, Bnei Brak, Israel, as described in the instructions available on MAGNA.

If you choose to attend the Meeting (where ballots will be provided), you must bring the proof of ownership certificate from the TASE's Clearing House member through which the shares are held, indicating that you were the beneficial owner of the shares on the record date.

Voting Information for Shareholders Who Hold Ordinary Shares in Canada or the United States

Shareholders who hold Ordinary Shares in Canada or the United States can vote their Ordinary Shares by attending the Meeting. If you do not plan to attend the Meeting, the method of voting will differ for registered and beneficial holders of Ordinary Shares (as described below).

Registered Shareholders in Canada or the United States

Registered holders of Ordinary Shares ("Registered Shareholders") may vote at the Meeting or may give another person authority to vote at the Meeting on their behalf by appointing a proxyholder. Registered Shareholders must complete, date and sign the Proxy form and return it to the Company's transfer agent, TSX Trust Company, either: (a) by internet voting at www.astvotemyproxy.com (b) by fax to 416-368-2502, toll free in Canada and the United States of America at 1-866-781-3111; (c) by mail to Proxy Department, TSX Trust Company, P.O. Box 721, Agincourt, Ontario M1S 0A1; or (d) scan the completed and signed Proxy and email it to [e-mail]. To be valid, Registered Shareholders must ensure the proxy is received at least 48 hours (excluding Saturdays, Sundays and statutory holidays) before the Meeting or the adjournment thereof at which the Proxy is to be used.

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