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 August 13, 2020, 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 Monday,

July 13, 2020, 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 and 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 August 13, 2020

This Proxy Statement

is furnished to the holders of ordinary shares, par value of 0.01 New Israeli Shekels

per share (the "Ordinary Shares" or "Shares") 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 August 13, 2020, at 5:00 p.m. (Israel time),

and at each postponement or adjournment thereof.

Meeting includes the following matters:

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, 2019.

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 Monday, July 13, 2020 (the "Record Date").

the Company had outstanding 21,113,066 Ordinary Shares, each of which is entitled to one vote upon the matters to be presented

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 August 20, 2020, 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 they represent in the aggregate 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 2, 3 and 4 and, in the event Proposal 2 is not approved, also Proposals 5 and 6, is also subject to the fulfillment

of one of the following additional voting requirements ("Special Majority"):

Pursuant to the Companies Law, in

order for your vote to be counted with respect to Proposals 2, 3 and 4 and, in the event Proposal 2 is not approved, also Proposals

5 and 6, you must indicate on your proxy or proxy card, or inform the Company at the Meeting and prior to voting thereon, whether

or not (i) you are a controlling shareholder of the Company or (ii) you or any of the following persons have a personal interest

in the approval of the relevant Proposal:

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

2, 3 and 4 and, in the event Proposal 2 is not approved, also Proposals 5 and 6.

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 of Directors of the Company, or the Board and shall be delivered to the

Company at its registered offices at 16 Tiomkin St. 4th floor, Tel Aviv, Israel 6578317, Attention: Adv. Topaz Falkoviz

Arbel, Company Secretary, 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 chairperson 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

2, 3 and 4 and, in the event Proposal 2 is not approved, also Proposals 5 and 6.

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: Adv. Topaz Falkoviz Arbel, Company Secretary, or by facsimile to +972-3-6938447, no later than August

3, 2020 at 5:00 pm Israel time.

the Companies Law and regulations promulgated thereunder, any shareholder of the Company holding at least one percent (1%) 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: Adv. Topaz Falkoviz Arbel, Company Secretary, or by facsimile to

+972-3-6938447, no later than Wednesday, July 15, 2020 at 5:00 pm Israel time. 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 Wednesday, July 22, 2020, 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, 2019, please see Item 6B. of our annual report on Form 20-F filed with the SEC on March 12, 2020,

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