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

PHARMACEUTICALS LTD.

Aviv 6578317, Israel

are cordially invited to attend the Special General Meeting of Shareholders of Galmed Pharmaceuticals Ltd. (the "Company")

to be held at 5:00 p.m., Israel time, on September 13, 2023, at the offices of the Company at 16 Tiomkin St., Tel Aviv 6578317, Israel

will be asked at this Meeting to take action on the matters set forth in the attached Notice of the Special 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

August 11, 2023, 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 SPECIAL GENERAL MEETING OF SHAREHOLDERS

be held on Wednesday, September 13, 2023

Proxy Statement is furnished to the holders of ordinary shares, par value of 0.15 New Israeli

Shekel per share (the "Ordinary Shares" or "Shares") of

Galmed Pharmaceuticals Ltd. (the "Company", "Galmed",

"us" or "our") for use at the Special General Meeting of Shareholders (the "Meeting")

to be held at the offices of the Company at 16 Tiomkin St., Tel Aviv 6578317, Israel on Wednesday, September 13, 2023, at 5:00 p.m. (Israel

time), and at each postponement or adjournment thereof.

agenda for the Meeting includes the following matters (the "Proposals"):

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 Friday, August 11, 2023 (the "Record Date").

of August 8, 2023, the Company had outstanding 3,807,189 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 Wednesday, September 20, 2023, 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 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.

approval of Proposals 1 and 2 is also subject to the fulfillment of one of the following additional voting requirements, as required

under the Israeli Companies Law, 5759-1999 (the "Companies Law"): (i) the majority of the Shares that are voted at

the Meeting in favor of the Proposal, excluding abstentions, includes a majority of the votes of shareholders who are not controlling

shareholders or do not have a personal interest in the approval of the Proposal; or (ii) the total number of Shares of the shareholders

mentioned in clause (i) above that are voted against the Proposal does not exceed two percent (2%) of the total voting rights in the

Company (the "Special Majority").

this purpose, a "controlling shareholder" is any shareholder that has the ability to direct the Company's activities

(other than by means of being a director or office holder of the Company). A person is presumed to be a controlling shareholder if it

holds or controls, by himself or together with others, one half or more of any one of the "means of control" of a company.

"Means of control" is defined as any one of the following: (i) the right to vote at a general meeting of a company, or (ii)

the right to appoint directors of a company or its chief executive officer. For the purpose of Proposals 1 and 2, the term controlling

shareholder shall also include a person who holds 25% or more of the voting rights in the general meeting of the company if there is

no other person who holds more than 50% of the voting rights in the company; for the purpose of a holding, two or more persons holding

voting rights in the company each of which has a personal interest in the approval of the transaction being brought for approval of the

company will be considered to be joint holders.

"personal interest" of a shareholder in an action or transaction of a company includes a personal interest of any of the

shareholder's relatives (i.e. spouse, brother or sister, parent, grandparent, child as well as child, brother, sister or parent

of such shareholder's spouse or the spouse of any of the above) or an interest of a company with respect to which the shareholder

or the shareholder's relative (as defined above) holds 5% or more of such company's issued shares or voting rights, in which

any such person has the right to appoint a director or the chief executive officer or in which any such person serves as director or

the chief executive officer, including the personal interest of a person voting pursuant to a proxy which the proxy grantor has a personal

interest, whether or not the person voting pursuant to such proxy has discretion with regards to the vote; and excludes an interest arising

solely from the ownership of ordinary shares of a company

you do not state whether or not you are a controlling shareholder or have a personal interest with respect to Proposals 1 and 2,

by marking "YES" or "NO" on the proxy card or voting instruction form (or in your electronic submission), your

Shares will not be voted for Proposals 1 and 2.

of this date, we are not aware of any controlling shareholders as defined above, and therefore believe that other than our directors,

officers and their relatives, none of our shareholders should have a personal interest in Proposals 1 and 2. Such shareholders should

mark "NO" in the appropriate place on the proxy card or voting instruction form (or in their electronic submission).

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 (the "Board"), and

shall be delivered to the Company at its registered offices at 16 Tiomkin St. 4th floor, Tel Aviv, Israel 6578317, Attention:

Yohai Stenzler, CPA, Company Chief Accounting Officer, or to Broadridge Financial Solutions, Inc., in an enclosed envelope, 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 Broadridge Financial Solutions, Inc., 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. If no specific

instructions are given, the Shares will not be voted and counted with respect to Proposals 1 and 2 set forth in the Notice of Special

General Meeting of Shareholders.

you are a record holder of Shares, and wish 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: Yohai Stenzler, CPA, Company Chief Accounting Officer, or by facsimile to +972-3-6938447, no

later than September 3, 2023 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: Yohai Stenzler, CPA, Company Chief Accounting Officer,

or by facsimile to +972-3-6938447, no later than Wednesday, August 16, 2023 at 1:00 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