2019 Annual General Meeting

KITOV PHARMA LIMITED

2019 Annual General Meeting

Notice is hereby given

that the 2019 Annual General Meeting of Shareholders (the "Meeting" or the "Annual Meeting")

of Kitov Pharma Limited ("Kitov" or the "Company") will be held at our executive offices

at One Azrieli Center, Round Tower, 19th Floor, Tel Aviv, Israel (the "Company Offices") on Monday,

December 23, 2019, at 4:30 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, November 18, 2019 (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 Meeting. Each

American Depositary Share ("ADS") representing one (1) such ordinary share shall entitle the holder of the ADS

to one (1) vote on each matter properly submitted at the Annual Meeting. As of November 18, 2019, we had 19,560,529 ordinary shares

outstanding eligible to vote at shareholders' meetings.

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 any Position Statements posted on the

Israel Securities Authority ("ISA") website, unless the shareholder gave notice that he or she is not so interested;

provided, that the notice was given 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 us 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 ISA 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 our amended and restated articles

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 ordinary 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 is dated more than 12 months from the signature date shall be considered invalid.

This Proxy Statement

also serves as a Notice to the Shareholders of a General Meeting at a Public Company pursuant to Regulation 4 of 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"), as well as a Voting Slip pursuant to the Companies Regulations

(Voting Slip and Position Statements), 5766-2005 (the "Voting Slip Regulations"). With respect to certain matters

on the agenda of the Meeting, a shareholder holding our ordinary shares may also vote via the Voting Slip included at the end of

this Proxy Statement. The sites where one can find the form of the Voting Slip and Position Statements (if any), as per their meanings

under Sections 87 and 88 of the Companies Law and under the Voting Slip Regulations, are as follows: on the distribution site of

ISA, at www.magna.isa.gov.il (hereinafter: "Distribution Site"), and on the website of the TASE for listed

company reports, at www.maya.tase.co.il (hereinafter: the "TASE Website"). A shareholder may contact

us directly and receive the form of the Voting Slip and Position Statements (if any), or at such shareholder's consent, links

to the text of the Voting Slip at the Distribution Site. A shareholder whose securities are registered with a TASE stock exchange

member is entitled to receive certification of ownership from such member such that the holder can vote at the Meeting and send

a timely Voting Slip as required. Voting by Voting Slip shall be by checking the applicable boxes on the Voting Slip included at

the end of this Proxy Statement, as published on the Distribution Site. All Voting Slips (together with proofs of ordinary share

ownership, and all documents required to be submitted therewith) must be delivered to the Company Offices set forth above, such

that the Voting Slip arrives no later 4 hours prior to the designated time of the Meeting, namely by no later than Monday, December

23, 2019, 12:30 p.m. Israel Time.

A shareholder not registered

in our share register, namely a shareholder pursuant to Section 177(1) of the Israeli Companies Law (namely - one to whose

credit a share of the Company is recorded at a TASE member, and such share is included in the Company's share register under

the name of our Registration Company), may also vote via Electronic Voting Slip which will be delivered to us via the Electronic

Voting System being operated pursuant to Section B of Chapter G'2 of the Securities Law, 5728-1968 (the "Securities

Law"). Voting via Electronic Voting Slips will be allowed until six (6) hours prior to the Meeting commencement, namely

by no later than Monday, December 23, 2019, 10:30 a.m. Israel Time.

return their BNY Mellon form of Voting Instruction Form for holders of our ADSs by no later than the date and time set forth on

such Voting Instruction Form.

Forms of each of the

Voting Slip and the BNY Mellon Voting Instruction Form for holders of the Company's ADSs will also be furnished to the Securities

and Exchange Commission (the "SEC" or the "Commission") on Form 6-K, and will be made available

to the public on the Commission's website at www.sec.gov. Each of these will also be filed with ISA and TASE and will

be available on their respective websites for listed company reports at: www.magna.isa.gov.il and www.maya.tase.co.il.

Quorum, Required Vote and Voting Procedures

As a foreign private

issuer, we are permitted to comply with Israeli corporate governance practices instead of certain requirements of The NASDAQ Listing

Rules (the "NASDAQ Rules"), provided that we disclose those NASDAQ Rules with which we do not comply and the

equivalent Israeli requirement that we follow instead (the "foreign private issuer exemption"). We currently

rely on this foreign private issuer exemption with respect to the quorum requirement for meetings of our shareholders. As permitted

under the Companies Law, and pursuant to our amended and restated articles of association, the quorum required for the Meeting

consists of at least two shareholders who are present at the Meeting, in person, by Proxy Letter, by Voting Slip (paper or electronic)

or otherwise represented at the Meeting by their authorized persons (hereinafter, "Valid Meeting Participants"),

and who hold in the aggregate twenty-five percent or more of the paid-up share capital of the Company (the "Legal Quorum

Threshold"), (instead of 33 1/3% of the issued share capital provided under the NASDAQ Rules). Abstentions and "broker

non-votes", as well as any abstentions by ADS holders with respect to our ordinary shares held by the Depositary, are counted

as present and entitled to vote for purposes of determining a legal quorum.

Should no legal quorum

be present one half hour after the scheduled time, the Meeting will be adjourned to one week from that day, at the same time and

place, i.e. on Monday, December 30, 2019 at 4:30 p.m. (Israel Time) at the Company Offices, (each such adjourned meeting referred

to hereinafter as an "Adjourned Meeting"). Should such Legal Quorum Threshold not be present one half hour after

the time set for the Adjourned Meeting, any two shareholders present as Valid Meeting Participants will then constitute a legal

The affirmative vote

of the holders of a majority of the Company's ordinary shares, participating and voting at the Meeting as Valid Meeting Participants,

is required to adopt each of the proposals to be presented at the Meeting.

the Depositary Agreement among the Company, BNY Mellon (which acts as the Depositary) and the holders of our ADSs, upon the written

request of an owner of ADSs, as of the date of the request or, if a record date was specified by the Depositary, as of that record