GALMED PHARMACEUTICALS LTD. 16 Tiomkin St. Tel Aviv 6578317, Israel

You are cordially invited to attend an Annual General Meeting of Shareholders of Galmed Pharmaceuticals Ltd. to be held at 5:00 p.m., Israel time, on Wednesday, May 25, 2016, at the offices of the Company at 16 Tiomkin St., Tel Aviv 6578317, Israel.

You will be asked at this meeting to take action on the matters set forth in the attached Notice of the Annual General Meeting of Shareholders. The Company s board of directors, audit committee and remuneration committee are recommending that you vote FOR all of the proposals on the agenda, each as specified in the enclosed proxy statement.

A discussion period will be provided at the meeting for questions and comments of general interest to shareholders.

We look forward to personally greeting those shareholders who are able to be present at the meeting. If you do plan to attend, we ask that you bring with you some form of personal identification and verification of your status as a shareholder as of the close of trading on Monday, April 25, 2016, the record date for the meeting. However, whether or not you will be with us at the meeting, it is important that your shares be represented. Accordingly, you are requested to complete, date, sign and mail the enclosed proxy in the envelope provided at your earliest convenience in any event so as to be received by the Company in a

timely manner as discussed in the enclosed Proxy Statement.

Thank you for your cooperation.

President and Chief Executive Officer

This Proxy Statement is being solicited by the board of directors (the Board ) of Galmed Pharmaceuticals Ltd. (the Company or Galmed ) for use at the Annual General Meeting of Shareholders (the Meeting ) to be held at the offices of the Company at 16 Tiomkin St., Tel Aviv 6578317, Israel at 5:00 p.m. (Israel time), or at any postponement or adjournment thereof.

The agenda for the Meeting is to consider the approval of the following:

In addition, shareholders at the Meeting will have an opportunity to review and ask questions regarding the financial statements of the Company for the fiscal year ended December 31, 2015.

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.

The record date for determining shareholders entitled to notice of, and to vote at, the Meeting has been established as of the close of trading on the Nasdaq Capital Market on Monday, April 25, 2016 (the Record Date ).

As of April 20, 2016 the Company had outstanding 11,100,453 ordinary shares, par value of 0.01 New Israeli Shekels per share (the Ordinary Shares ), each of which is entitled to one vote upon the matters to be presented at the Meeting.

Two or more shareholders, present in person, by proxy or by proxy card, and holding shares conferring in the aggregate more than 33.33% of the voting power of the Company on the Record Date, shall constitute a quorum at the Meeting. Should no quorum be present within half an hour from the time set for the Meeting,

the Meeting shall be adjourned to Wednesday, June 1, 2016, at the same time and place. No further notice will be given or publicized with respect to such adjourned meeting. If at such adjourned meeting a quorum is not present within half an hour from the time stated for such meeting, any two shareholders present in person, by proxy or by proxy card, shall constitute a quorum, even if, between them, they represent shares conferring 33.33% or less of the voting power of the Company on the Record Date.

Joint holders of shares should take note that, pursuant to Article 64 of the Company s amended and restated articles of association, the vote of the senior holder who tenders a vote, in person, by proxy or by proxy card, will be accepted to the exclusion of the vote(s) of the other joint holder(s), and for this purpose seniority will be determined by the order in which the names appear in the Company s shareholder register.

The affirmative vote of the Ordinary Shares participating and voting at the Meeting, in person, by proxy or by proxy card is required to adopt each of the proposals to be presented at the Meeting.

The approval of Proposal Nos. 4, 5, 6 and 7(a) are also subject to the fulfillment of one of the following additional voting requirements (such majority, determined in accordance with clause (i) or (ii) below, shall be referred to hereinafter as a Special Majority ):

Pursuant to the Israeli Companies Law, 5759-1999, as amended (the Companies Law ), in order for your vote to be counted with respect to Proposal Nos. 4, 5, 6 and 7(a), you must indicate on your proxy or proxy card, or inform the Company at the Meeting and prior to voting thereon, (i) whether you are a controlling shareholder of the Company or (ii) if you or any of the following persons have a personal interest in the approval of the relevant matters on the agenda:

If you do not state whether you are a controlling shareholder or have personal interest your shares will not be voted for Proposal Nos. 4, 5, 6 and 7(a).

To be counted, a duly executed proxy or proxy card must be received by the Company prior to the Meeting. An instrument appointing a proxy or a proxy card shall be in writing in a form approved by the Board and shall be delivered to the Company at its registered offices at 16 Tiomkin St. 4th floor, Tel Aviv, Israel 6578317, Attention: Yael Hollander, Adv., or at the offices of the Company s transfer agent, VStock Transfer LLC, at 18 Lafayette Place, Woodmere, New York 11598, not less than four (4) hours before the time scheduled for the Meeting or adjourned meeting or presented to the chairperson of the Meeting

at the Meeting. Shares represented by proxies and proxy cards received after the times specified above will not be counted as present at the Meeting and thus will not be voted.

Shareholders may revoke the authority granted by their execution of a proxy or a proxy card at any time before the effective exercise thereof by voting in person at the Meeting or by either written notice of such revocation or later-dated proxy or proxy card, in each case delivered either to the Company or to the

Company s transfer agent at the addresses stated above not less than four (4) hours before the time scheduled for the Meeting or adjourned meeting or presented to the Chairman of the Meeting at the Meeting.

Ordinary Shares represented by executed and unrevoked proxies will be voted in the manner instructed by the executing shareholder, or if no specific instructions are given, will be voted FOR the proposals set forth in the Notice of Annual General Meeting of Shareholders, other than for Proposal Nos. 4, 5, 6 and 7(a).

If you are a record holder of shares, to vote via the internet, please follow the instructions indicated on the proxy card.

In accordance with the Companies Law and regulations promulgated thereunder, any shareholder of the Company may submit to the Company a position statement on its behalf, expressing its position on an agenda item for the Meeting to the Company s offices, 16 Tiomkin St., Tel Aviv 6578317, Israel, Attention: Yael Hollander, General Counsel, or by facsimile to +972-3-6938447, no later than Monday, May 16, 2016.

For information regarding compensation granted to our five most highly compensated Office Holders (as defined in the Companies Law) during or with respect to the year ended December 31, 2015, please see Item 6 B. of our annual report on Form 20-F filed with the SEC on March 22, 2016, and accessible through the Company s website at http://galmedpharma.com/ or through the SEC s website www.sec.gov.

The following table sets forth certain information regarding the beneficial ownership of our outstanding ordinary shares as of the date indicated below, by each person who we know beneficially owns 5% or more of the outstanding ordinary shares.

Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to ordinary shares. Ordinary shares issuable under share options, warrants or other conversion rights currently exercisable or that are exercisable within 60 days of April 20, 2016 are deemed outstanding for the purpose of computing the percentage ownership of the person holding the options, warrants or other conversion rights, but are not deemed outstanding for the purpose of computing the percentage ownership of any other person. The number of Ordinary Shares beneficially owned by each individual or

group is based upon information in documents filed with the U.S. Securities and Exchange Commission, other publicly available information or information otherwise available to the Company and is believed to be accurate. Percentage ownership information is based on 11,100,453 Ordinary Shares issued and outstanding as of April 20, 2016.

All of our shareholders, including the shareholders listed below, have the same voting rights attached to their ordinary shares.

Under our amended and restated articles of association (the Articles ), the Board consists of three classes of directors (not including the two external directors, each of whom is not part of any class) which are appointed for fixed terms of office in accordance with the Companies Law and our Articles, with one class being elected each year for a term of approximately three years by our shareholders at our annual general meeting.

Directors so elected cannot be removed from office by the shareholders until the expiration of their term of office. The directors do not receive any benefits upon the expiration of their term of office.

The three classes of directors are Class I Directors, Class II Directors and Class III Directors. The term of the initial Class II Directors will expire at the annual general meeting of shareholders to be held in 2016; the term of the initial Class III Directors will expire at the annual general meeting of shareholders to be held in 2017; and the term of the Class I Directors will expire at the annual general meeting of shareholders to be held in 2018. Dr. Maya Halpern was our Class I director, Mr. Allen Baharaff and Mr. Shmuel Nir are our initial Class II Directors, and Mr. William Marth and Mr. Chaim Hurvitz are our initial

Class III Directors. On February 11, 2016, we announced that Dr. Maya Halpern will retire from the Company as our Chief Medical Officer and as a director effective as of April 9, 2016, due to her reaching retirement age.

In accordance with the Articles, in the event the number of directors to be elected at any annual general meeting (other than external directors) is greater than the number of directors in the class of directors whose terms expire at such meeting, then the annual meeting at which such directors are elected shall, to the extent necessary, divide the directors elected among the classes of directors in order to keep the classes as nearly equal in number as possible, and the term of office of any additional directors so elected to any class whose term did not expire at such meeting shall correspond to, and expire together with,

the term of office of the directors in the class to which they were elected.

The Articles provide that the minimum number of members of the Board is three and the maximum number is eleven. The Board presently comprises of six members, two of whom are external directors.

A nominee for service as a director in a public company may not be elected without submitting a declaration to the Company, prior to election, specifying that he or she has the requisite qualifications to serve as a director, independent director or external director, as applicable, and the ability to devote the appropriate time to performing his or her duties as such.

A director, including an external director or an independent director, who ceases to meet the statutory requirements to serve as a director, external director or independent director, as applicable, must notify the Company to that effect immediately and his or her service as a director will expire upon submission of such notice.

No nominees for external directors nor for independent directors are up for election at the Meeting.

At the Meeting, two of the Company s current six directors are candidates for election. The Board is recommending to the Company s shareholders to elect the proposed nominees as members of the Board. It is intended that proxies (other than those directing the proxy holders to vote otherwise) will be voted for the election of the proposed nominees: Mr. Allen Baharaff as a Class II director and Mr. Shmuel Nir, as a Class I director, each to hold office until the expiration of his respective term at the annual meeting of shareholders to be held in 2019 and 2018, respectively, and until a successor shall have duly taken

office unless such office is earlier vacated under any relevant provisions of the Articles or the Companies Law.

Following is biographical information for each director and nominee nominated by our Board:

Allen Baharaff, our controlling shareholder, President and Chief Executive Officer and a member of our Board, who co-founded the Group in 2000 and served as the Chief Financial Officer of Galmed Holdings, Inc. our predecessor, since 2000, as our Chief Executive Officer since January 2012 and as our President since March 2015. Prior to which, he held a number of senior executive positions, including a Senior Vice President

position at Isramex Projects Ltd., an energy project financing company, and Managing Director of T+M Trusteeship & Management Services (Israel) Ltd., a subsidiary of a Swiss company providing trust and similar services. Since 2001, Mr. Baharaff also serves as a member of the board of directors of the Tel-Aviv Museum of Arts, and was chairing its educational activities until 2015. Since 2005, Mr. Baharaff also serves as a Director of the Rubin Museum. Mr. Baharaff holds a Bachelor of Science degree in economics from the London School of Economics, University of London and LLB and MA degrees from Cambridge University. Since

1993, Mr. Baharaff has been a member of the Israel Bar Association.

Shmuel Nir, a director since 2007, serves as President and Chief Executive Officer of Tushia Consulting Engineers Ltd., an investment and management services company, and Chairman of the board of directors of Matan Digital Printers Ltd. From March 1998 to January 2008, he served as President and Chief Executive Officer of Macpell Industries Ltd., a leading industrial group. Between January 1991 and March 1998, Mr. Nir was an Executive Vice President of Operations at Macpell Industries Ltd. and President and Chief Executive Officer of two of its subsidiaries, New Net Industries Ltd. and New Net Assets Ltd. Prior to

January 1991, Mr. Nir had held various positions with Intel Corporation in Jerusalem, Israel and Tefen Management Consulting. Between 1999 and 2006, Mr. Nir served as managing partner at Spring Venture Capital Fund. Mr. Nir holds a B.Sc. in Industrial Engineering and Management from the Technion Israel Institute of Technology in Haifa, which was awarded in 1989.

As approved by our shareholders at our 2014 annual meeting, in connection with their services as directors of the Company, each of our directors from time to time, including external directors, is entitled to an annual payment of $30,000, plus value-added tax, if applicable, payable quarterly at the end of each quarter.

The compensation of external directors is also subject to the provisions of the Israeli regulations promulgated pursuant to the Companies Law governing the terms of compensation payable to external directors, or the Compensation Regulations, which provide that such compensation will not be less than the Minimum Amount (as defined in the Compensation Regulations).

It is proposed that the following resolutions be adopted at the Meeting:

RESOLVED to re-elect Mr. Allen Baharaff as a Class II director to serve as a member of the Board until the close of the annual general meeting to be held in 2019 and when his successor has been duly elected.

RESOLVED to re-elect Mr. Shmuel Nir as a Class I director to serve as a member of the Board until the close of the annual general meeting to be held in 2018 and when his successor has been duly elected.

An affirmative vote of a majority of the shares represented and voting at the Meeting in person, by proxy or by proxy card is required for the approval of the above resolutions.

The Board recommends that the shareholders vote FOR the proposed resolutions.

Dr. Maya Halpern has ceased to serve as a director and Chief Medical Officer of the Company effective as of April 9, 2016, and will retire from the Company on May 15, 2016. On May 11, 2015, Dr. Halpern was granted 120,000 options, which will vest over a period of four (4) years, as follows: 25% of the Options will be vested upon the lapse of 12 months following the date of grant (i.e., May 11, 2016), and thereafter the remainder of the options shall vest on an equally quarterly basis (the Options ).

According to the Company s 2013 Incentive Share Option Plan (the 2013 Plan ), the Company may determine that the vesting dates will be accelerated, or partially accelerated so that any unvested option or any portion thereof will be immediately vested subject to the occurrence of an event determined by the Board. Additionally, according to the 2013 Plan an option may be exercised after the date of termination of optionee s employment with the Company during an additional period of time beyond the date of such termination, but only with respect to the number of vested options at the time of such

termination, if prior to the date of such termination, the Company shall authorize an extension of the terms of all or part of the vested options beyond the date of such termination for a period not to exceed the period during which the options by their terms would otherwise have been exercisable.

At the Meeting, shareholders will be asked to approve the acceleration of the vesting dates of Dr. Halpern s Options so that 30,000 of the unvested options to purchase 30,000 ordinary shares of the Company will become immediately vested as of the date which is ten (10) days prior to the effective date of Dr. Halpern s termination of employment with the Company (and the remaining unvested options will lapse) and to approve an extension of the exercise period of all of the vested options (i.e., 60,000 options) until the lapse of five (5) years from the date of Dr. Halpern s termination of employment.

The proposed amendments to the terms of the grant to Dr. Halpern were approved by the Remuneration Committee and the Board while considering, among others, Dr. Halpern s performance and contribution to the Company as well as her experience and the terms of the Company s Compensation Policy with respect to the terms of office and employment of the Company s Office Holders, which was approved by the Company s shareholders in December 2014 (the Compensation Policy ). The acceleration and extension of Dr. Halpern s options are consistent with our Compensation Policy.

It is proposed that the following resolutions be adopted at the Meeting:

RESOLVED, to approve (i) the acceleration of the vesting dates of Dr. Halpern s Options so that 30,000 of the unvested options to purchase 30,000 ordinary shares of the Company will become immediately vested as of the date which is ten (10) days prior to the effective date of Dr. Halpern s termination of employment with the Company and (ii) an extension of the exercise period of all the vested options (i.e., 60,000 options) until the lapse of five (5) years from the date of Dr. Halpern s termination of employment.

An affirmative vote of a majority of the shares represented and voting at the Meeting in person, by proxy or by proxy card is required for the approval of the above resolutions.

The Board recommends that the shareholders vote FOR the proposed resolutions.

We entered into an employment agreement, dated December 23, 2013, with our President and Chief Executive Officer, Mr. Allen Baharaff, who is also a controlling shareholder, which was approved and ratified by our shareholders on December 30, 2013. Under the terms of his employment agreement, Mr. Baharaff is entitled to a gross monthly salary of $20,000 and car expenses reimbursement of NIS 2,500. In addition, Mr. Baharaff will be eligible to receive (i) an annual bonus in an amount of two to six times his monthly base salary (or up to nine times monthly his base salary if Proposal 5 is approved by the shareholders), to be

determined based on the achievement of certain milestones set by our Board and (ii) upon the termination of his employment, special remuneration of nine times his gross monthly salary as consideration for certain noncompetition provisions contained in his employment agreement. Mr. Baharaff will also receive other benefits required under Israeli law or that are customary for senior executives in Israel such as reimbursement for cellular telephone expenses, car expenses reimbursement, and Company contributions equivalent to 5%, 8.33%, 2.5% and 7.5% of his gross monthly base salary towards certain pension, or a manager s insurance policy, severance, disability and tax-advantaged savings funds, or a study fund, respectively. Mr. Baharaff will also contribute 5% and 2.5% of his gross monthly salary towards the manager s insurance policy and study fund, respectively. Mr. Baharaff s employment agreement is terminable by either party upon 90 days prior written notice, and

contains customary provisions regarding noncompetition, confidentiality of information and assignment of inventions.

At the Meeting, our shareholders will be asked to approve the following amendments to the employment terms of Mr. Baharaff: (i) increase of $10,000 in Mr. Baharaff s gross monthly salary (from $20,000 to $30,000), which would be made in two steps as follows: first increase in the amount of $5,000 would be effective retroactively from January 1, 2016 and the second increase of $5,000 would be effective as of January 1, 2017; (ii) an increase of NIS 1,500 in Mr. Baharaff s car expenses reimbursement (from NIS 2,500 to NIS 4,000), which would be effective retroactively from January 1, 2016.

The proposed amendments to the employment terms of Mr. Baharaff were approved by the Remuneration Committee and the Board while considering, among others, Mr. Baharaff s performance and contribution to the Company as well as his experience and the terms of the Company s Compensation Policy. When reviewing Mr. Baharaff terms of employment, the compensation committee and the Board reviewed a peer group compensation survey prepared by its advisors and employees and considered market trends in similar companies. The employments terms of Mr. Baharaff following the proposed amendments are consistent with our Compensation

It is proposed that the following resolution be adopted at the Meeting:

RESOLVED, to approve the amendment to the terms of employment of Mr. Baharaff, the President and Chief Executive Officer of the Company, as described in the Proxy Statement, dated April 20, 2016.

The approval of the above resolution requires approval by a Special Majority.

The Board recommends that the shareholders vote FOR the proposed resolution.

Consistent with the Compensation Policy, annual cash bonuses are intended to promote the Company s work plan and business strategy by rewarding officers for the achievement of the Company s business and financial goals through team work and collaboration.

Consistent with the Compensation Policy and subject to the limitations set forth therein, the Company may determine with respect to each year, the target and maximum annual cash bonuses as well as the related objectives and related weights, including applicable thresholds and the formula for calculating the annual cash bonuses to be granted to the Company s President and Chief Executive Officer. Taking into account numerous factors, including the provisions of the Compensation Policy and other relevant information and materials presented to them, the Remuneration Committee and the Board have approved, and are recommending

that the shareholders approve, the following annual bonus for the 2016 for Mr. Allen Baharaff and the following proposed related objectives and terms thereof. The maximum annual bonus that may be granted to Mr. Baharaff is based on the same formula as determined for other Office Holders of the Company.

Mr. Baharaff would be eligible to receive an annual cash bonus for the year 2016, without the need for further shareholder approval, subject to the following: (i) continuous employment of Mr. Baharaff as President and Chief Executive Officer through December 31, 2016; (ii) achievement of the specific objectives using the pre-defined key performance indicators described below; (iii) the limitations of the Compensation Policy and applicable law; and (iv) all other terms of the bonus plan as set forth below.

Mr. Baharaff s annual cash bonus would be subject to the Company securing a financing round by the end of 2016 and having current assets of at least $12,500,000 as of December 31, 2016.