GALMED PHARMACEUTICALS LTD. 8 Shaul Hamelech Blvd. Amot Mishpat Bldg. Tel Aviv, Israel 6473307

GALMED PHARMACEUTICALS

invited to attend an Annual General Meeting of Shareholders of Galmed Pharmaceuticals Ltd. to be held at 1:00 p.m., Israel time,

on Monday, May 11, 2015, at the offices of Tulchinsky Stern Marciano Cohen Levitski & Co., 4 Berkowitz Street, Museum Tower,

12th Floor, Tel Aviv.

at this meeting to take action on the matters set forth in the attached Notice of Annual General Meeting of Shareholders. The

Company's Board of Directors and the Remuneration Committee and Audit Committee thereof are 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 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,

April 13, 2015, 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 in a timely manner as discussed in the enclosed Proxy

Pharmaceuticals Ltd.

General Meeting of Shareholders

be Held on May 11, 2015

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 Tulchinsky Stern Marciano Cohen Levitski & Co., 4 Berkowitz Street, Museum Tower, 12th Floor, Tel Aviv

at 1:00 p.m. (Israel time), or at any postponement or adjournment thereof.

Meeting is to consider the approval of the following:

In addition, shareholders

will receive and consider the Company's annual consolidated financial statements for the year ended December 31, 2014.

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, April 13, 2015 (the "Record Date").

As of March 15, 2015

the Company had outstanding 11,100,453 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 thirty-three and one third

percent (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 18, 2015, 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 thirty-three and one

third percent (33.33%) or less of the voting power of the Company on the Record Date.

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, provided that, with respect to each of proposals 3(a), 3(b), 4(a), 4(c) and 5(a)

below, either (i) such majority includes at least a majority of the shareholders who are not controlling shareholders and who

do not have a personal interest in such matter, and who are present and voting (abstentions are disregarded); or (ii) the non-controlling

shareholders or shareholders who do not have a personal interest in such matter who are present and voting against the election

hold two percent (2%) or less of the voting power of the Company (such majority, determined in accordance with clause (i) or (ii),

shall be referred to hereinafter as a "Special Majority").

Pursuant to the Israeli Companies

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

the agenda, 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:

proxy card you will be requested to indicate whether you are a "controlling shareholder" of the Company or whether you

have, or any of the persons or entities described above has, a "personal interest", with respect to the matters on the

affirmatively indicated on the attached proxy card that you are a "controlling shareholder" of the Company or that you

have, or that any of the persons or entities described above has, a "personal interest", your signature on the attached

proxy card will certify that you are not a "controlling shareholder" of the Company and that none of the persons

or entities described above, including you, has a "personal interest" in the matters on the agenda.

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 shall be in

writing in a form approved by the Board and shall be delivered to the Company at its registered offices at 8 Shaul Hamelech Blvd.,

Amot Mishpat Bldg., Tel Aviv, Israel 6473307, Attention: Director of Operations, 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 Chairman of the Meeting at the Meeting. A proxy card shall be delivered

to the Company at its registered offices at 8 Shaul Hamelech Blvd., Amot Mishpat Bldg., Tel Aviv, Israel 6473307, Attention: Director

of Operations, or at the offices of the Company's transfer agent at 18 Lafayette Place, Woodmere, New York 11598, by no

later than 11:59 p.m., New York time, on the last business day immediately preceding the date of the Meeting or adjourned meeting

or presented to the Chairman 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, with respect to a proxy, 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; and with respect to a proxy card, by no later than 11:59 p.m., New York time, on the last business day immediately

preceding the date of 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. The 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.

BENEFICIAL OWNERSHIP

OF SECURITIES BY MANAGEMENT

sets forth certain information, known to the Company as of March 15, 2015, concerning (i) its Office Holders (as defined below)

who beneficially own 5% or more of the outstanding Ordinary Shares; and (ii) the number of outstanding Ordinary Shares beneficially

owned by members of the Board and other Office Holders of the Company as a group, including Mr. Baharaff and Mr. Hurvitz. Beneficial

ownership is determined in accordance with the rules of the U.S. Securities and Exchange Commission and includes voting or investment

power with respect to Ordinary Shares. Ordinary Shares issuable under share options, warrants or other conversion rights currently

exercisable or that are exercisable within 60 days after March 15, 2015 are deemed outstanding for the purpose of computing the

percentage ownership of the person holding the options, warrants or other conversion rights, but are not deemed outstanding for

the purpose of computing the percentage ownership of any other person. The number of Ordinary Shares beneficially owned by each

individual or group is based upon information in documents filed with the U.S. Securities and Exchange Commission, other publicly

available information or information otherwise available to the Company and is believed to be accurate. Percentage ownership information

is based on 11,100,453 Ordinary Shares issued and outstanding as of March 15, 2015. This number does not include an aggregate