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

GALMED PHARMACEUTICALS

Tel Aviv 6578317, Israel

invited to attend an Annual General Meeting of Shareholders of Galmed Pharmaceuticals Ltd. (the "Company") to be held

at 5:00 p.m., Israel time, on Thursday, August 30, 2018,

at the offices of the Company at 16 Tiomkin St., Tel Aviv 6578317, Israel (the "Meeting").

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.

will be provided at the Meeting for questions and comments of general interest to shareholders.

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,

July 24, 2018, 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

GALMED PHARMACEUTICALS

Tel Aviv 6578317, Israel

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

To be held on August 30, 2018

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 on Thursday, August 30, 2018, at 5:00 p.m. (Israel time), or at any

postponement or adjournment thereof.

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, 2017.

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.

Record Date; Entitlement to Vote

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, July 24, 2018 (the "Record Date").

As of July 15, 2018,

the Company had outstanding 20,914,003 ordinary shares, par value of 0.01 New Israeli Shekels per share, 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 Tuesday, September 4, 2018, 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

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.

Required Vote and Voting Procedures

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 each

of Proposals 3 and 5 is also subject to the fulfillment of one of the following additional voting requirements:

Pursuant to the Israeli Companies

Law, 5759-1999, as amended (the "Companies Law"), in order for your vote to be counted with respect to Proposals 3

and 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:

state whether you are a controlling shareholder or have personal interest your shares will not be voted for Proposals 3 and 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

If you hold your shares

in "street name," then you received this proxy statement from the broker, bank or other nominee, along with the nominee's

voting instruction form which includes instructions on how to vote your shares at the Meeting. Because a beneficial owner is not

a shareholder of record, you may not vote those shares directly at the Meeting unless you obtain a "legal proxy" from

the bank, broker or other nominee that holds your shares directly, giving you the right to vote the shares at the Meeting.

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. If you hold

shares in "street name" you must contact your bank, broker or other nominee to revoke any prior voting instructions.

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 Proposals

holder of shares, to vote via the internet, please follow the instructions indicated on the proxy card.

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, August 20, 2018.

the Companies Law 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, July 26, 2018. 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, August 2, 2018, 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.

COMPENSATION OF EXECUTIVE OFFICERS AND

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, 2017, please see Item 6 B. of our annual report on Form 20-F filed with the SEC on March 13, 2018,

and accessible through the Company's website at http://galmedpharma.com/ or through the SEC's website www.sec.gov.

OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT