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

PHARMACEUTICALS LTD.

Aviv 6578317, Israel

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 June 22, 2022, at the offices of the Company at 16 Tiomkin St., Tel Aviv 6578317, Israel (the

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.

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

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, May 23, 2022, 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 set forth in the enclosed Proxy

you for your cooperation.

PHARMACEUTICALS LTD.

Aviv 6578317, Israel

OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

be held on June 22, 2022

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

Shekel 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 June 22, 2022, at 5:00 p.m. (Israel time), and

at each postponement or adjournment thereof.

agenda for the Meeting includes the following matters:

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, 2021.

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.

Date; Entitlement to Vote

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, May 23, 2022 (the "Record Date").

of May 16, 2022, the Company had outstanding 25,088,414 Ordinary Shares, each of which is entitled to one vote upon the matters to be

presented at the Meeting.

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 June 29, 2022, 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 Date.

holders of shares should take note that, pursuant to Article 64 of the Company's Amended and Restated Articles of Association (the

"Articles"), 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.

Vote and Voting Procedures

affirmative vote of holders of a majority 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.

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.

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.

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.

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

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

June 12, 2022 at 5:00 pm Israel time.

accordance with 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 Tuesday, May 24, 2022 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 Tuesday, May 31, 2022, 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.

OF EXECUTIVE OFFICERS AND DIRECTORS

information regarding compensation granted to our four most highly compensated Office Holders (as defined in the Companies Law) during

or with respect to the year ended December 31, 2021, please see Item 6B. of our annual report on Form 20-F filed with the SEC on May

2, 2022, and accessible through the Company's website at http://galmedpharma.com/ or through the SEC's website www.sec.gov.

OF ALLEN BAHARAFF TO SERVE AS A MEMBER OF THE BOARD UNTIL THE ANNUAL GENERAL MEETING TO BE HELD IN 2025 AND UNTIL HIS RESPECTIVE SUCCESSOR

IS DULY ELECTED AND QUALIFIED

our Articles, the Board consists of three classes of directors who 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 the term of office

of their class. The directors do not receive any benefits upon the expiration of their term of office.

three classes of directors are Class I directors, Class II directors and Class III directors. The term of the Class I directors will

expire at the close of the annual general meeting of shareholders to be held in 2024; the term of the Class II directors will expire

at the close of this Meeting; and the term of the Class III directors will expire at the close of the annual general meeting of shareholders

Carol Brosgart and Mr. Shmuel Nir serve as our Class I Directors until the close of the annual general meeting to be held in 2024; Mr.

Allen Baharaff and Mr. Marshall Heinberg will serve as our Class II Directors until the close of this Meeting; and Prof. David Sidransky

and Mr. Amir Poshinski serve as our Class III Directors until the close of the annual general meeting to be held in 2023. On May 17,

2022, our Board resolved to recommend to the shareholders to re-elect Mr. Allen Baharaff as a Class II director. Accordingly, it is proposed

to approve the re-election of Mr. Allen Baharaff as a Class II director until the close of the annual general meeting to be held in 2025

and until his respective successor is duly elected and qualified. Mr. Heinberg will not be standing for re-election at the Meeting

as a Class II Director and therefore following the close of this Meeting, Mr. Heinberg will no longer serve on our Board.

Articles provide that the minimum number of members of the Board is three (3) and the maximum number is eleven (11). The Board presently

comprises of six (6) members and after the close of this Meeting, will comprise of five (5) members.

the Companies Law, 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

who ceases to meet the statutory requirements must notify the Company to that effect immediately and his or her service as a director

will expire upon submission of such notice.

of the Board of Directors