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

GALMED PHARMACEUTICALS LTD.

Tel Aviv 6578317, Israel

You are cordially invited to attend an Annual General Meeting of Shareholders of Galmed Pharmaceuticals Ltd. (the Meeting ) to be held at 17:00 p.m., Israel time, on Wednesday, June 7, 2017, 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 is 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 Tuesday, May 2, 2017, 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

GALMED PHARMACEUTICALS LTD.

Tel Aviv 6578317, Israel

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 17:00 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, 2016.

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 Tuesday, May 2, 2017 (the Record Date ).

As of April 27, 2017 the Company had outstanding 12,172,968 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 Thursday, June 8, 2017, 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 No. 4 is also subject to the affirmative vote of at least a majority of the shares present, in person or by proxy, and voting on the matter, provided that such a majority includes (i) at least the majority of the total votes of shareholders, who are not controlling shareholders of the Company or have personal interest in the approval of the Proposal, other than personal interest that is not resulting from relationship with the controlling shareholders, present at the Meeting in person or by proxy (votes abstaining shall not be taken into account in counting the above referenced shareholder votes); or

(ii) the total number of shares of the shareholders mentioned in clause (i) above that are voted against Proposal No. 4 does not exceed two percent (2%) of the total voting rights in the Company.

The approval of Proposal Nos. 6, 7 and 8 and, in the event Proposal No. 8 is not adopted, the approval of Proposal No. 5, is 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, 6, 7 and 8 and, in the event Proposal No. 8 is not adopted, the approval of Proposal No. 5, 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, 6, 7 and 8, and, in the event Proposal No. 8 is not adopted, also for Proposal No. 5.

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, 6, 7 and 8, and, in the event Proposal No. 8 is not adopted, the approval of Proposal No. 5.

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, Vice President, Legal Affairs and Strategy, or by facsimile to +972-3-6938447, no later than Monday, May 29, 2017.

In accordance with the Israeli Companies Law 5759-1999, and regulations promulgated thereunder, any shareholder of the Company holding at least one percent of the outstanding voting rights of the Company may submit to the Company a proposed additional agenda item for the Meeting, to the Company s offices, 16 Tiomkin St., Tel Aviv 6578317, Israel, Attention: Yael Hollander, Vice President, Legal Affairs and Strategy, or by facsimile to +972-3-6938447, no later than Thursday, May 4, 2017. To the extent that there are any additional agenda items that the Board determines to add as a result of any such submission, the Company

will publish an updated agenda and proxy card with respect to the Meeting, no later than Thursday, May 11, 2017, which will be furnished to the U.S. Securities and Exchange Commission (the SEC ) on Form 6-K, and will be made available to the public on the SEC s website at http://www.sec.gov.

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, 2016, please see Item 6 B. of our annual report on Form 20-F filed with the SEC on March 23, 2017, 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 27, 2017 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 SEC, other publicly available information or information otherwise available to the Company and is believed to be accurate. Percentage ownership information is based on 12,172,968 Ordinary Shares issued and outstanding as of April 27, 2017.

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. 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 III directors will expire at the Meeting; the term of the Class I directors will expire at the annual general meeting of shareholders to be held in 2018; and the term of the Class II Directors will expire at the annual general meeting of shareholders to be held in 2019.

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.

Our Articles provide that the minimum number of members of the Board is three and the maximum number is eleven. The Board presently comprises of seven 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.

At the Meeting shareholders are requested to re-elect Messrs. Chaim Hurvitz and Mr. William Marth, our initial Class III Directors, as Class III directors to serve as members of the Board until the annual general meeting to be held in 2020. In addition, shareholders are requested to elect Prof. Ran Oren, who was appointed by our Board to serve as a director on March 15, 2017, as Class II director to serve as a member of the Board until the annual general meeting to be held in 2019 and to elect Dr. Carol L. Brosgart as a Class I director to serve as a member of the Board until the close of the annual general meeting to be held

The Board affirmatively determined that Messrs. Chaim Hurvitz and Mr. William Marth are independent under the Nasdaq Capital Market independence standards.

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

Chaim Hurvitz, our chairman of the Board and the chairman of our R&D Committee, joined our Board in 2011. Mr. Hurvitz currently serves as the chief executive officer of CH Health, a private venture capital firm, a position he has held since May 2011. Mr. Hurvitz served as a member of the board of directors of Teva Pharmaceuticals Industries Ltd. from 2010 to 2014. Previously, he was a member of the senior management of Teva Pharmaceuticals Industries Ltd., serving as the president of Teva International Group from 2002 until 2010, as president and chief executive officer of Teva Pharmaceuticals Europe from 1992 to

1999 and as vice president Israeli pharmaceutical sales from 1999 until 2002. Mr. Hurvitz presently serves as a member of the management of the Manufacturers Association of Israel and head of its pharmaceutical branch. Mr. Hurvitz holds a B.A. in political science and economics from Tel Aviv University.

William Marth, a director of the Company since May 2012, serves as president and chief executive officer of Albany Molecular Research Inc. since January 2014. Previously, Mr. Marth served as a director of Albany Molecular Research Inc. and as chairman of its board of directors from June to December 2013. Prior to this, he served as president and chief executive officer of Teva Pharmaceutical Industries Ltd. in the Americas from June 2010 to November 2012, chief executive officer of Teva North America from January 2008 to June 2010, and chief executive officer of Teva USA from January 2005 to January 2008. In addition,

Mr. Marth worked with several large equity firms providing guidance on their healthcare investments. He was a member of Teva s global executive management team from 2007 to 2012. From July 1999 to January 2002, he was the executive vice president and vice president of sales and marketing for Teva USA. Prior to joining Teva USA, he held various positions with the Apothecon division of Bristol-Myers Squibb. Mr. Marth earned his B.Sc. in Pharmacy from the University of Illinois and his M.B.A. from the Keller Graduate School of Management, DeVry University. He is a pharmacist and is currently the chairman of the board of directors of Sorrento Therapeutics Inc., and a director at the University of Illinois at Chicago College of Pharmacy. Previously, Mr. Marth served as the chairman of the board of the Generic Pharmaceutical Association in 2008 and 2009 and the American Society for Health-System Pharmacists in 2010, and various boards and committees, including the University of the

Sciences in Philadelphia and the Board of Ambassadors for John Hopkins Project Restore.

Prof. Ran Oren, M.D. joined our Board on March 15, 2017, has served as a member of our scientific advisory board since 2014, and as the Company s chief medical officer from August 2016 to March 2017. Prof. Oren is a professor of gastroenterology and hepatology at the Faculty of Medicine, Hebrew University of Jerusalem, Israel, and is the head of the Institute of Gastroenterology and Liver Disease at Hadassah Medical Center, Jerusalem, Israel. Prof. Oren has received numerous academic and professional awards in his field and holds several patents related to the prevention and arresting of human liver disease. In

2000, Prof. Oren established the Liver Unit at the Tel Aviv Sourasky Medical Center, where he served as chief of medicine from 2008 to 2010. Prof. Oren concurrently served as the president of the Israeli Association for the Study of the Liver between 2007 and 2010.

Carol L. Brosgart, M.D., served as a member of Tobira Therapeutics s board of directors from September 2009 until it was acquired by Allergan in November 2016. She is now a consultant to Allergan and a number of biotechnology companies in the areas of liver disease and infectious disease. She also serves on the Steering Committee of the National Viral Hepatitis Roundtable, the Executive Committee of the Forum for Collaborative Research, and the Steering Committee of the HBV Cure Group at the Forum. She is active in the public policy arena for AASLD and IDSA/HIVMA. Dr. Brosgart served as Senior Advisor on Science

and Policy to the Division of Viral Hepatitis at the CDC and to the Viral Hepatitis Action Coalition at the CDC Foundation from 2011 to 2013. Dr. Brosgart has also served as a member on the faculty of the School of Medicine at the University of California, San Francisco for the past three decades, where she is a Clinical Professor of Medicine, Biostatistics and Epidemiology in the Division of Global Health and Infectious Diseases. From March 2011 until August 2011, Dr. Brosgart served as Chief Medical Officer at biotechnology company Alios BioPharma, Inc. Prior to Alios, Dr. Brosgart served as Senior Vice President and Chief Medical Officer of Children s Hospital & Research Center in Oakland, California, from 2009 until February 2011. Previously, she served for eleven years, from 1998 until 2009, at the biopharmaceutical company Gilead Sciences, Inc., where she held a number of senior management roles, most recently as Vice President, Public Health and Policy and earlier as

Vice President, Clinical Research and Vice President, Medical Affairs and Global Medical Director, Hepatitis. She led the clinical development of a number of agents at Gilead, including Viread and Hepsera. Prior to Gilead, Dr. Brosgart worked for more than 20 years in clinical care, research and teaching at several Bay Area medical centers. She was the founder and Medical Director of the East Bay AIDS Center at Alta Bates Medical Center in Berkeley, California, from 1987 until 1998 and served as the Medical Director of Central Health Center, Oakland, California, of the Alameda County Health Care Services Agency. Dr. Brosgart has also served on the boards of privately held companies and public, not-for-profit domestic and global health organizations. Dr. Brosgart received a B.S. in Community Medicine from the University of California, Berkeley and received an M.D. from the University of California, San Francisco. Her residency training was in pediatrics, public health and preventive

medicine at UCSF and UC Berkeley School of Public Health. She has published extensively in the areas of HIV, HBV, CMV, and liver disease.

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

RESOLVED to re-elect Messrs. Chaim Hurvitz and William Marth as Class III directors to serve as members of the Board until the close of the annual general meeting to be held in 2020 and when their successor has been duly elected.

RESOLVED to elect Prof. Ran Oren 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 elect Dr. Carol L. Brosgart 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 her successor has been duly elected.

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

Under the Companies Law and the regulations promulgated pursuant thereto, Israeli companies whose shares have been offered to the public or that are publicly traded outside of Israel, which we refer to as a public company, are required to appoint at least two natural persons as external directors.

Generally, a nominee to serve as an external director must meet certain non-affiliation criteria, as set forth in the Companies law, such that no person may be appointed as an external director if such person is a controlling shareholder, a Relative of a controlling shareholder or if such person, has or had, on or within the two years preceding the date of such person s appointment to serve as an external director, any affiliation, directly or indirectly, with the company to whose board of directors the external director is proposed to be appointed or with any controlling shareholder of such company, including the

receipt, directly or indirectly, of any compensation or benefit from the company or its controlling shareholder.

Pursuant to the Companies Law, an external director is required to have financial and accounting expertise or professional qualifications according to criteria set forth in regulations promulgated under the Companies Law, provided that at least one of the external directors has financial and accounting expertise.

The Companies Law provides that external directors are to be elected for a term of three years at the general meeting of shareholders by a special majority and under certain circumstances, external directors may be generally re-elected for two additional terms of three years each. However, under regulations promulgated pursuant to the Companies Law, public companies whose shares are listed for trading on specified exchanges outside of Israel, including the Nasdaq Capital Market, may elect external directors for additional terms that do not exceed three years each, beyond the three three-year terms, subject to certain

circumstances set forth therein.

Following termination of service of an external director and until the lapse of two years from termination, external directors and their Relatives are subject to certain restrictions, including with respect to serving as Office Holders of the Company and receiving benefits in connection therewith, as well as receiving payments from and providing professional services to the Company, a controlling shareholder thereof and any entity controlled by a controlling shareholder of the Company. External directors may be dismissed from office solely as provided for in the Companies Law.

Under the Companies Law, each committee of the board that is authorized to exercise powers of a company s board of directors must include at least one external director. The audit and remuneration committees of a company s Board must include all of such company s external directors.

At the Meeting, shareholders will be asked to re-elect each of Ms. Tali Yaron-Eldar and Dr. David Sidransky as an external director of the Company for an additional period of three years commencing as of the lapse of their initial term as external directors on June 12, 2017.

The Board has determined that, the external director designee who qualifies to have financial and accounting expertise is Ms. Tali Yaron-Eldar, who also qualifies as an audit committee financial expert pursuant to the applicable rules of the SEC, and accordingly as having the necessary financial sophistication as required by the Nasdaq Capital Market rules. The Board has also determined that Mr. David Sidransky qualifies as a professional expert with the professional qualifications required by the regulations promulgated under the Companies Law.

In addition, the Board affirmatively determined that both Ms. Yaron-Eldar and Mr. Sidransky are independent under the Nasdaq Capital Market independence standards.

Following is biographical information for each external directors standing for re-election:

Tali Yaron-Eldar, an external director and the chairman of our audit committee and remuneration committee, joined our Board in March 2014. Ms. Yaron-Eldar is an Israeli attorney specializing in taxation and co-founded Yaron-Eldar, Paller, Schwartz & Co., Law Offices in January 2013. Prior to January 2013, she was a partner at the law firm of Tadmor & Co. from March 2007 until December 2012 and a partner at the law firm of Cohen, Yaron-Eldar & Co. from 2004 until March 2007. From January 2004 until January 2008, Ms. Yaron-Eldar served as the chief executive officer of Arazim Investment Company and she has

also served in a variety of public positions, including as the chief legal advisor of the Customs and VAT department of the Finance Ministry of the State of Israel from 1998 to 2001 and as the Commissioner of Income Tax and Real Property Tax Authority of the State of Israel from 2002 to 2004. Ms. Yaron-Eldar also serves as a director of a number of public companies, including Rossetta Genomics Ltd., Medtechnica Ltd., Magicjack Vocaltec Ltd., Lodgia Rotex Investments Ltd., Tadea Technological Development and Automation Ltd. Ms. Yaron-Eldar holds an M.B.A. specializing in finance from Tel Aviv University and an LL.B. from Tel Aviv University. Ms. Yaron-Eldar is also a member of the Israeli Bar Association.

David Sidransky, M.D., an external director and the chairman of our nomination committee, joined our Board in June 2014. Dr. Sidransky is a renowned oncologist and research scientist named and profiled by TIME magazine in 2001 as one of the top physicians and scientists in America, recognized for his work with early detection of cancer. He serves as the director of the Head and Neck Cancer Research Program at the Sidney Kimmel Comprehensive Cancer Center at Johns Hopkins University. He is a professor of oncology, otolaryngology, cellular and molecular medicine, urology, genetics, and pathology at John Hopkins University

and Hospital. Dr. Sidransky has written over 500 peer-reviewed publications, and has contributed to more than 60 cancer reviews and chapters. Dr. Sidransky is a founder of a number of biotechnology companies and holds numerous biotechnology patents. He has been the recipient of many awards and honors, including the 1997 Sarstedt International prize from the German Society of Clinical Chemistry, 1998 Alton Ochsner Award Relating Smoking and Health by the American College of Chest Physicians and the 2004 Hinda Rosenthal Award presented by the American Association of Cancer Research. Dr. Sidransky has served as vice chairman of the board of directors of ImClone Systems Inc. He is chairman of the board of Champions Oncology, Advaxis, and Tamir Biotechnology and is on the board of directors of Rosetta Genomics Ltd. and Orgenesis Inc. He is serving and has served on scientific advisory boards of corporations and institutions, including Amgen, MedImmune, Roche and Veridex LLC (a Johnson &

Johnson diagnostic company), among others. In addition, Dr. Sidransky served as director of American Association for Cancer Research from 2005 to 2008. Dr. Sidransky received his B.A. from Brandeis University and his M.D. from the Baylor College of Medicine.

Each of the external director nominees has certified to us that he or she complies with all requirements under the Companies Law for serving as an external director. Such certifications will be available for inspection at the Meeting.