is hereby given that a Special General Meeting of Shareholders (the "Meeting" or the "Special Meeting")

Special General Meeting

is hereby given that a Special General Meeting of Shareholders (the "Meeting" or the "Special Meeting")

of Kitov Pharmaceuticals Holdings Limited ("Kitov" or the "Company") will be held at our

executive offices at One Azrieli Center, Round Tower, 23rd Floor, 132 Menachem Begin Road, Tel Aviv, Israel (the "Company

Offices") on Wednesday, July 12, at 4:30 p.m. local time.

Date; Shareholders Entitled to Vote; Admission

shareholders of record at the close of business in New York on Tuesday, June 6, 2017 (hereinafter: the "Record Date")

will be entitled to vote at the Special 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 twenty (20) such ordinary shares shall entitle the holder

of the ADS to twenty (20) votes on each matter properly submitted at the Meeting. As of June 1, 2017, we had 164,529,696 shares

outstanding eligible to vote at shareholders meetings. The 164,529,696 issued and outstanding ordinary shares would be represented

by 8,226,484.8 of our ADSs.

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.

in person at the Meeting will be limited to shareholders, their legal proxy holders or their authorized persons only. To

gain admission to the 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

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 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.

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 holder'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 Wednesday, July 12, 2017, 12:30 p.m. Israel Time.

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, July 3, 2017, 10:30 a.m. Israel Time.

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

forth on such Voting Instruction Form.

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.

Required Vote and Voting Procedures

a foreign private issuer, we are permitted to comply with Israeli corporate governance practices instead of certain requirements

of The NASDAQ Stock Market 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, (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.

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 Wednesday, July 19, 2016 at 4:30 p.m. (Israel Time) at the Company Offices. Should such legal

quorum 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 quorum. Should Proposal 2 not be approved at the Meeting, the matters of Proposals 5

through 8 shall not be presented at the Meeting and shall be held in abeyance to be presented at an adjourned meeting to be held

one week from that day, at the same time and place, i.e. on Wednesday, July 19, 2016 at 4:30 p.m. (Israel Time) at the Company

Offices, (each such adjourned meeting referred to hereinafter as an "Adjourned Meeting").

affirmative vote of the holders of a majority of the Company's ordinary shares, participating and voting on the matter at

the Meeting as Valid Meeting Participants, is required to adopt each of the proposals to be presented at the Meeting. Proposal

2 further requires that either (i) such majority includes at least a majority of the holders of ordinary shares who are not

controlling shareholders and who do not have a personal interest in the matter, who are present and voting (abstentions are disregarded)

on the matter, or (ii) the holders of ordinary shares who are not controlling shareholders and who do not have a personal

interest in the matter who were present and voted against the approval of such proposals hold, in the aggregate, two percent or

less of the voting power of the Company (either of being referred to as a "Disinterested Majority"). Accordingly,

each shareholder voting on Proposal 2 is required to inform the Company prior to voting whether or not the shareholder has a personal

interest in Proposal 2. Otherwise, pursuant to the Companies Law, the shareholder's vote on such Proposal 2 cannot be counted

in determining whether the above Disinterested Majority approval requirements are satisfied. Please note that under the Israeli