KITOV PHARMACEUTICALS HOLDINGS LIMITED Notice of 2016 Annual General Meeting of Shareholders Notice is hereby given that the 2016 Annual General Meeting of Shareholders (the " Meeting " or the " Annual Meeting ") of Kito

PHARMACEUTICALS HOLDINGS LIMITED

of 2016 Annual General Meeting of Shareholders

given that the 2016 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 Monday, December 5, 2016, at 4:30

p.m. local Israeli time, for the following purposes:

of record at the close of business in New York on Wednesday, November 2, 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.

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 Annual 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.

Proxy Materials are expected to be furnished to the Securities and Exchange Commission ("SEC") on Form 6-K

on or before November 4, 2016, and will be available to the public on the SEC's website at http://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 Annual 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 Annual General Meeting of Shareholders and distribution

of the Proxy Materials.

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 Thursday, November 3, 2016, 11:30 p.m. Israel time, at the Company Offices, Attn: Avraham

Ben-Tzvi, Adv., General Counsel and Company Secretary. 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 (the "Israeli Reporting Regulations"), (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., General Counsel and Company Secretary. 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, November 25, 2016 at 4:30 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.

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, December 5, 2016, 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, December 5, 2016, 10:30