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

GALMED PHARMACEUTICALS

Tel Aviv 6578317, Israel

You are cordially invited

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

at 5:00 p.m., Israel time, on May 13, 2019, 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 Wednesday,

April 10, 2019, 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.

GALMED PHARMACEUTICALS

Tel Aviv 6578317, Israel

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

To be held on May 13, 2019

This Proxy Statement

is being solicited by the board of directors (the "Board") of Galmed Pharmaceuticals Ltd. (the "Company",

"Galmed", "us" or "our") 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 May

13, 2019, 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, 2018.

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 Wednesday, April 10, 2019 (the "Record Date").

As of March 31, 2019,

the Company had outstanding 21,113,066 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 May 20, 2019, 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

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 4, 5 and 6 is also subject to the fulfillment of one of the following additional voting requirements ("Special

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 4,

5 and 6, 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 4, 5 and

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: Guy Nehemya, Chief Operating Officer, 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 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: Yohai Stenzler, Chief Financial Officer, or by facsimile to +972-3-6938447, no later than Friday, May

3, 2019 at 5:00 pm Israel time.

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: Yohai Stenzler, Chief Financial Officer, or by facsimile to +972-3-6938447,

no later than Thursday, April 11, 2019. 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, April 18, 2019, 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, 2018, please see Item 6 B. of our annual report on Form 20-F filed with the SEC on March 13, 2019,

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

class II AND iii directorS

Membership of the Board

Under our amended and

restated articles of association (the "Articles"), the Board consists of three classes of directors (not including