Hartum Street, Bynet Building, 3rd Floor

19 Hartum Street, Bynet Building, 3rd Floor

Har HaHotzvim, Jerusalem 9777518

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

To Be Held on December 22, 2021

The Annual General Meeting

of Shareholders of BrainsWay Ltd. (the "Company"), will be held at the offices of the Company, 19 Hartum Street, Bynet Building,

3rd Fl, Har HaHotzvim, Jerusalem, Israel on December 22, 2021 at 3:00 p.m. Israel time, or at any adjournments thereof (the "Annual

Meeting"), for the following purposes:

In addition, shareholders

at the Meeting will have an opportunity to discuss the financial statements of the Company for the fiscal year ended December 31, 2020

and the Board of Directors Report (included in the Company's Annual Report on Form 20-F filed with the Securities and Exchange Commission)

The Company is currently

unaware of any other matters that may be raised at the Annual Meeting. Should any other matters be properly raised at the Annual Meeting,

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

Only holders of record of ordinary shares, par value NIS 0.04 per share (the "Ordinary Shares"), and holders of record of American Depository Shares ("ADSs"), evidenced by American Depositary Receipts issued by The Bank of New York Mellon at the close of business on November 16, 2021 shall be entitled to receive notice of and to vote at the Annual Meeting.

The Board of Directors recommends

that you vote FOR the proposals, as specified on the enclosed form of proxy.

Whether or not you plan to

attend the Annual Meeting, it is important that your Ordinary Shares or ADSs (as applicable) be represented. Accordingly, you are kindly

requested to complete, date, sign and mail the enclosed proxy in the envelope provided at your earliest convenience so that it will be

received no later than four hours prior to the Annual Meeting. Execution of a proxy will not in any way affect a shareholder's right

to attend the Annual Meeting and vote in person, and any person giving a proxy has the right to revoke it at any time before it is exercised.

registered in the Company's shareholders register in Israel and shareholders who hold Ordinary Shares through members of the Tel-Aviv

Stock Exchange may also vote through the attached proxy by completing, dating, signing and mailing the proxy to the Company's offices

so that it is received by the Company no later than Monday, December 20, 2021, at 11:00 a.m. Israel time. Shareholders registered in the

Company's shareholders register in Israel and shareholders who hold Ordinary Shares through members of the Tel-Aviv Stock Exchange who

vote their Ordinary Shares by proxy must also provide the Company with a copy of their identity card, passport or certification of incorporation,

who hold Ordinary Shares through members of the Tel-Aviv Stock Exchange and intend to vote their Ordinary Shares either in person or by

proxy must deliver to the Company, no later than Monday, December 20, 2021, at 11:00 a.m. Israel time, an ownership certificate confirming

their ownership of the Company's Ordinary Shares on the Record Date (as defined below), which certificate must be issued or approved

by a recognized financial institution, as required by the Israeli Companies Regulations (Proof of Ownership of Shares for Voting at General

Meeting) of 2000, as amended. Alternatively, shareholders who hold Ordinary Shares through members of the Tel-Aviv Stock Exchange may

vote electronically via the electronic voting system of the Israel Securities Authority up to six hours before the time fixed for the

Annual Meeting (i.e., 9:00 a.m. Israel time on Wednesday, December 22, 2021). You should receive instructions about electronic

voting from the Tel-Aviv Stock Exchange member through which you hold your Ordinary Shares.

holders should return their proxies by the date set forth on their form of proxy.

Shareholders wishing to

express their position on an agenda item for this Annual Meeting may do so by submitting a written statement ("Position Statement")

to the Company's offices, c/o Company Secretary, at 19 Hartum Street, Bynet Building, 3rd Fl, Har HaHotzvim, Jerusalem, Israel,

by no later than December 10, 2021. Any Position Statement received, that is in accordance with the guidelines set by the Israel Companies

Law 1999, will be furnished to the U.S. Securities and Exchange Commission (the "Commission") on Form 6-K, and will be made

available to the public on the Commission's website at http://www.sec.gov and in addition at http://www.magna.isa.gov.il

or http://maya.tase.co.il.

If within half an hour from

the time appointed for the Annual Meeting a quorum is not present, the Annual Meeting shall be adjourned to the same day as the day of

the scheduled Annual Meeting, in the following week, at the same time and place, or at another day, time and place prescribed by the Board

of Directors in a notification to the shareholders.

This Notice and the documents

mentioned therein, as well as the proposed resolutions on the agenda, can be viewed at the Company's registered office on 19 Hartum Street,

Bynet Building, 3rd Fl, Har HaHotzvim, Jerusalem, Israel, Tel: (+972-2) 582-4030, Sunday through Thursday between 10:00-15:00, and also

will be made available to the public on the Company's website http://www.brainsway.com, the Commission's website at http://www.sec.gov

and in addition at http://www.magna.isa.gov.il or http://maya.tase.co.il.

19 Hartum Street, Bynet Building

3rd Fl, Har HaHotzvim

FOR ANNUAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON DECEMBER 22, 2021

This Proxy Statement

("Proxy Statement") is furnished to the holders of ordinary shares, par value NIS 0.04 per share (the "Ordinary Shares"),

and to holders of American Depository Shares ("ADSs"), evidenced by American Depositary Receipts issued by The Bank of New

York Mellon ("BNY Mellon"), of BrainsWay Ltd. (the "Company" or "Brainsway") in connection with the

solicitation by the board of directors of the Company (the "Board of Directors" or the "Board") of proxies for

use at the Annual General Meeting of Shareholders (the "Annual Meeting"), to be held on Wednesday, December 22, 2021, at 3:00

p.m. Israel time at the offices of the Company, 19 Hartum Street, Bynet Building, 3rd Fl, Har HaHotzvim, Jerusalem, Israel, or at any

adjournments thereof.

is proposed at the Annual Meeting to adopt the following proposals or to consider the following items:

The Company is currently

unaware of any other matters that may be raised at the Annual Meeting. Should any other matters be properly raised at the Annual Meeting,

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

Shareholders may present

proposals for consideration at the Annual Meeting by submitting their proposals to the Company no later than Tuesday, November 30, 2021.

Shareholders Entitled to Vote

Only shareholders and ADS holders of record at the close of business on

November 16, 2021 (the "Record Date"), shall be entitled to receive notice of and to vote at the Annual Meeting. At the close

of business on November 16, 2021, the Company will have outstanding 32,907,384 Ordinary Shares, each of which is entitled to one vote

on each of the matters to be presented at the Annual Meeting.

A form of proxy card

for use at the Annual Meeting is attached to this Proxy Statement and has been sent to the ADS holders together with a prepaid return

envelope for the proxy. By appointing "proxies", shareholders and ADS holders may vote at the Annual Meeting, whether or not

they attend. If a properly executed proxy in the enclosed form is received by the Company at least four hours prior to the Annual Meeting,

all of the Ordinary Shares represented by the proxy shall be voted as indicated on the proxy card. ADS holders should return their proxies

to BNY Mellon by the date set forth on the proxy card. Subject to applicable law and the rules of the NASDAQ Global 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 Annual Meeting for which the Board of Directors recommends a "FOR". Shareholders and ADS holders may

revoke their proxies at any time before the deadline for receipt of proxies by filing with the Company (in the case of holders of Ordinary

Shares) or with BNY Mellon (in the case of holders of ADSs) a written notice of revocation or duly executed proxy bearing a later date.

registered in the Company's shareholders register in Israel and shareholders who hold Ordinary Shares through members of the Tel-Aviv

Stock Exchange may also vote through the attached proxy by completing, dating, signing and mailing the proxy to the Company's offices

so that it is received by the Company no later than Monday, December 20, 2021, at 11:00 a.m. Israel time. Shareholders registered in the

Company's shareholders register in Israel and shareholders who hold Ordinary Shares through members of the Tel-Aviv Stock Exchange who

vote their Ordinary Shares by proxy must also provide the Company with a copy of their identity card, passport or certification of incorporation,

as the case may be. Shareholders who hold Ordinary Shares through members of the Tel-Aviv Stock Exchange and intend to vote their Ordinary

Shares either in person or by proxy must deliver to the Company, no later than Monday, December 20, 2021, at 11:00 a.m. Israel time, an

ownership certificate confirming their ownership of the Company's Ordinary Shares on the Record Date, which certificate must be

issued or approved by a recognized financial institution, as required by the Israeli Companies Regulations (Proof of Ownership of Shares

for Voting at General Meeting) of 2000, as amended. Alternatively, shareholders who hold Ordinary Shares through members of the Tel-Aviv

Stock Exchange may vote electronically via the electronic voting system of the Israel Securities Authority up to six hours before the

time fixed for the Annual Meeting (i.e., 9:00 a.m. Israel time on December 22, 2021). You should receive instructions about electronic

voting from the Tel-Aviv Stock Exchange member through which you hold your Ordinary Shares.

Expenses and Solicitation