2015 Annual General Meeting

KITOV PHARMACEUTICALS

2015 Annual General Meeting

It has been more than two years since

the listing of Kitov on the Tel Aviv Stock Exchange, and I would like to reach out to you and update you on the status of the Company

at this time and as to the Company's plans for the future.

2015 marked the important achievement

of concluding and announcing successful results from our Phase III trial. In 2016 we look forward to advancing our lead drug candidate

towards commercialization through an NDA submission. The Company has innovative and groundbreaking products and exceptional

human capital as it continues its direction of bringing new innovative drugs to market.

The Company's principal activities

during the past year:

Goals to be achieved in the coming

In the area of the Company's corporate

development, we are very proud of the fact that recently the Company listed and began trading American Depositary Shares (ADSs) on

the NASDAQ Capital Market (the "NASDAQ") in the United States in conjunction with the initial public offering. The NASDAQ

listing will allow investors in the United States and the American shareholders of the Company to trade in a local stock exchange,

and we believe that the Company's exposure to the American equity markets may lead to increased global interest in the Company.

It is indeed with great pride that I write

to you as Chairman of Kitov's Board for the first time since our listing on the NASDAQ exchange. With our recent achievement

in successfully completing the Phase III clinical trial for KIT-302 we believe that we are now well on our way to generate significant

value for our shareholders.

I invite you to join us in person at

the 2015 Annual Meeting. However, whether or not you plan to attend in person, it is important that your shares be represented.

Shareholders are being provided with proxy voting instructions, and holders of Kitov's ADSs are being provided with a proxy

Voting Instruction Form from BNY Mellon, the depositary of the ADSs, which will enable them to instruct BNY Mellon on how to vote

the Kitov ordinary shares represented by their ADSs with respect to the proposals listed in the notice. Accordingly, please submit

your vote in one of the manners indicated on the Proxy Statement at your earliest convenience. I encourage your participation

and engagement, and I, together with the rest of Kitov's management, am always open to hear your concerns and feedback.

I am proud of all that we have accomplished

over the past year. The Board and management team have taken significant steps to improve the Company's operations, performance,

financial position and governance. I am excited about the future as we proceed with the final testing for KIT-302 and then submit

our new drug application to the FDA. As we look ahead, Kitov intends to continue on our path of growth and value creation in the

year to come. Thank you for your continued support.

KITOV PHARMACEUTICALS HOLDINGS LIMITED

Notice of Annual General Meeting of Shareholders

Notice is hereby given that the 2015 Annual

General Meeting of Shareholders (the "Meeting" or the "Annual Meeting") of Kitov Pharmaceuticals

Holdings Limited ("Kitov" or the "Company") will be held at Kitov's executive offices

at One Azrieli Center, Round Tower, 23rd Floor, Tel Aviv, Israel on Wednesday, March 2, 2016, at 2:30 p.m. local time,

for the following purposes:

Kitov urges all of its shareholders to

review its annual financial statements for the year 2014 and for the nine-month period ending September 30, 2015, which were included

in its prospectus which is available on its website at www.kitovpharma.com. If you would like a paper copy, you may contact

our General Counsel and Company Secretary, Mr. Avraham Ben-Tzvi, Adv., of Azrieli Towers 1, Round Tower, 23rd Floor, Menachem Begin

Street 132, Tel Aviv, Israel, Telephone: +972-(0)54-8679966, email: avraham@kitovpharma.com or fax: +972-(0)77-3180015..

Only shareholders of record at the close

of business in New York on Monday, February 1, 2016 will be entitled to vote at the Annual Meeting. Two shareholders who are present

at the Annual Meeting, in person or by proxy or represented by their authorized persons, and who hold in the aggregate twenty-five

percent or more of the paid-up share capital of the Company, shall constitute a legal quorum. Should no legal quorum be present

one half hour after the scheduled time, the Meeting shall be adjourned to one week from that day, at the same time and place.

Notice is hereby given

that the 2015 Annual Meeting of Shareholders (the "Meeting" or the "Annual Meeting") of Kitov

Pharmaceuticals Holdings Limited ("Kitov" or the "Company") will be held at Kitov's

executive offices at One Azrieli Center, Round Tower, 23rd Floor, Tel Aviv, Israel (the "Company Offices")

on Wednesday, March 2, 2016, at 2:30 p.m. local time.

Record Date; Shareholders Entitled to Vote; Admission

Only shareholders of record at the close

of business in New York on Monday, February 1, 2016 (hereinafter: the "Record Date") will be entitled to vote

at the Annual Meeting, and any adjournments or postponements thereof. At such time, each issued and outstanding ordinary share,

with no par value, shall entitle its holder to one vote on each matter properly submitted at the Annual Meeting. Each American

Depositary Share ("ADS") representing twenty (20) such ordinary shares shall entitle the holder of the ADS to

twenty (20) votes on each matter properly submitted at the Annual Meeting.

A shareholder, whose shares are registered

with a Tel Aviv Stock Exchange ("TASE") member and are not registered on the Company's shareholder's

register, is entitled to receive from the TASE member who holds the shares on the shareholder's behalf, by e-mail, for no

charge, a link to the text of the Proxy Statement and Voting Slip, and to the Position Statements posted on the Israel Securities

Authority website, unless the shareholder notified that he or she is not so interested; provided, that the notice was provided

with respect to a particular securities account, prior to the Record Date. A shareholder, whose shares are registered with a member

of the TASE, is required to prove his or her share ownership to vote at the Meeting in accordance with the Companies' Regulations

(Proof of Ownership of A Share for the Purpose of Voting at the General Meeting), 5760-2000. Such shareholder shall provide the

Company with an ownership certificate (as of the Record Date) from that TASE member and is entitled to receive the ownership certificate

in the branch of the TASE member or by mail to his address (in consideration of mailing fees only), if the shareholder so requested.

Such a request will be made in advance for a particular securities account. Alternatively, shareholders who hold shares through

members of the TASE may vote electronically via the electronic voting system of the Israel Securities Authority up to six (6) hours

before the time fixed for the Meeting. You should receive instructions about electronic voting from the TASE member through which

you hold your shares.

Attendance in person at the Annual Meeting

will be limited to shareholders, their legal proxy holders or their authorized persons only. To gain admission

to the Annual Meeting, one must have a form of government-issued photograph identification and proof of share ownership as of the

Record Date, issued by a broker or bank. Legal proxy holders and authorized persons will also need to submit, in addition to proof

of share ownership as of the Record Date, a document of appointment, in accordance with the Company's Articles of Association.

Whether or not you plan to attend the Meeting,

it is important that your shares be represented. In accordance with Section 182(b) of the Companies Law, 5759-1999 (hereinafter:

the "Companies Law") anyone holding shares of the Company at the end of the trading day on the Record Date shall

be entitled to participate in the Meeting and to vote in person or by proxy, by appointing a proxy to vote (hereinafter: the "Proxy

Letter") which shall be in writing and signed by the appointing party or their authorized attorney, and if the

appointing party is a corporation the appointment shall be in writing signed by authorized corporate signatories together with

the company stamp, or by authorized attorney. The Proxy Letter, or a copy satisfactory to the Company Secretary, must be deposited

at the Company Offices or the place designated for the Meeting no later than 48 hours prior to the time scheduled for the Meeting

at which the person noted in the Proxy Letter intends to vote. However, the Meeting chairman is entitled to waive this requirement

with respect to all participants at the Meeting, and to accept all the Proxy Letters at the commencement of the Meeting, subject

to the presentation of proof of share ownership. A Proxy Letter held by a participant at the meeting which dated more than 12 months

from the signature date shall be rendered invalid.

This Proxy Statement also serves as a Notice

to the Shareholders pursuant to the Companies Regulations (Notice and Announcement of General Meeting and Class Meeting in Public

Company and the Addition of a Matter to the Agenda), 5760-2000 (the "Notice Regulations"). With respect to the

matters on the agenda of the Meeting, a shareholder may also vote via the Voting Slip attached as Part Two of the Proxy Statement.

The sites where one can find the form of the Voting Slip and position papers (if any) as per their meaning under Section 88 of