KITOV PHARMA LTD. Notice of Special General Meeting of Shareholders Notice is hereby given that a Special General Meeting of Shareholders (the " Meeting " or the " Special Meeting ") of Kitov Pharma Ltd. (" Kitov " or th

Notice of Special General Meeting of Shareholders

Notice is hereby given

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

Kitov Pharma Ltd. ("Kitov" or the "Company") will be held at Kitov's executive offices

at One Azrieli Center, Round Tower, 19th Floor, Tel Aviv, Israel on Monday April 29, 2019, at 4:30 p.m. local

Israeli time, for the following purposes:

of record at the close of business in New York on Wednesday, March 20, 2019 will be entitled to vote at the Special Meeting.

Two shareholders who are present at the 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.

As permitted under the

Israeli Companies Law 5759-1999 and Regulations enacted pursuant to such law, and as set forth in our Amended and Restated Articles

of Association, we are not required to physically deliver a notice of a shareholders meeting and a proxy statement. We have prepared

this Notice of Special General Meeting of Shareholders, and will prepare the Proxy Statement, Voting Slip and Voting Instruction

Forms, (collectively, the "Proxy Materials") in accordance with applicable rules, regulations and disclosure

requirements in the State of Israel, as such are applicable to a Company whose securities are traded on both the Tel Aviv Stock

Exchange and the NASDAQ. Our Proxy Materials may not necessarily be mailed to beneficial shareholders in Israel, nor to beneficial

ADS holders in the United States.

The full set of Proxy Materials

are expected to be furnished to the Securities and Exchange Commission ("SEC") on Form 6-K on or before March

22, 2019, and will be available to the public on the SEC's website at https://www.sec.gov. The Proxy Materials

will also be submitted to the Israeli Securities Authority and TASE, and available on the websites: www.magna.isa.gov.il

or www.maya.tase.co.il. This Notice of Special General Meeting of Shareholders and the Proxy Materials will also be made

available on our corporate website at http://kitovpharma.investorroom.com/Shareholder-Meetings, as required under the

Companies Law and Regulations governing publication of this Notice of Special General Meeting of Shareholders and distribution

of the Proxy Materials.

Under Israeli law, one

or more shareholders holding 1% or more of the voting rights of the Company may request to include a proposal on the agenda of

a shareholders meeting (including proposing the nomination of a candidate to the Company's Board of Directors (the "Board

of Directors") for consideration by the Board of Directors) by submitting such proposal within seven days of publication

of the Company's notice with respect to its general meeting of shareholders (a "Meeting Agenda Addition").

Accordingly, any shareholder, or group of shareholders, holding 1% or more of the voting rights of the Company may request to include

a Meeting Agenda Addition proposal on the agenda of this Meeting by submitting such proposal in writing to the Company no

later than Friday, March 22, 13:00 p.m. Israel time, at the Company Offices, Attn: Avraham Ben-Tzvi, Adv. If a Meeting

Agenda Addition is to nominate a candidate for election to the Board of Directors, the proposing shareholder(s) must provide (a)

a declaration signed by the nominee and any other information required under the Companies Law, (b) all of the information set

forth under Regulation 26(a) of the Securities Regulations (Periodic and Immediate Reports), 5730-1970, (c) additional information

in respect of the nominee as would be required in response to the applicable disclosure requirements in Israel or abroad, including

those of Item 6A (directors and senior management), Item 6E (share ownership) and Item 7B (related party transactions) of Form

20-F of the SEC, to the extent applicable, (d) a representation made by the nominee of whether the nominee meets the objective

criteria for an independent director and/or statutory unaffiliated director of a company such as the Company under the Companies

Law and/or under any applicable law, regulation or stock exchange rules, in Israel or abroad, and if not, then an explanation of

why not, and (e) details of all relationships and understandings between the proposing shareholder(s) and the nominee.

Under Israeli law, shareholders

wishing to express their position on an agenda item for this Meeting may do so by submitting a written Position Statement ("Position

Statement") to the Company Offices, Attn: Avraham Ben-Tzvi, Adv. Any Position Statement received will be furnished to

the SEC on Form 6-K, and will be made available to the public on the SEC's website at http://www.sec.gov, and in addition

at http://www.magna.isa.gov.il or http://maya.tase.co.il. Position Statements should be submitted to the Company

no later than Friday April 19, 2019 at 13:00 p.m. Israel time. Any Position Statements so submitted must comply with

the requirements set forth under the Companies Law and any applicable regulations, including the Companies Regulations (Voting

in Writing and Position Statements), 5766-2005.

Beneficial ADS holders

in the United States should return their form of Voting Instruction Form for holders of the Company's ADSs by no later than

the date and time which will be set forth on such Voting Instruction Form. Proxies 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. However, the Meeting chairman

is entitled to waive this requirement with respect to all participants at the Meeting, and to accept all the proxies at the commencement

of the Meeting, subject to the presentation of proof of share ownership.

All Voting Slips (together

with proofs of 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 on Monday April 29, 2019 at 12:30 p.m. Israel Time. Voting via Electronic Voting Slips, which will be delivered

to the Company via the Electronic Voting System being operated pursuant to Section B of Chapter G'2 of the Securities Law,

5728-1968, will be allowed until six (6) hours prior to the Meeting commencement, namely by no later than Monday April 29,

2019, 10:30 a.m. Israel Time.