KITOV PHARMACEUTICALS HOLDINGS LIMITED 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 Pharmac

PHARMACEUTICALS HOLDINGS LIMITED

of Special General Meeting of Shareholders

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 Kitov's

executive offices at One Azrieli Center, Round Tower, 23rd Floor, Tel Aviv, Israel on Monday, June 27, 2016, at 4:30

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

of record at the close of business in New York on Wednesday, May 25, 2016 will be entitled to vote at the Special 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 Special General Meeting of Shareholders, and will prepare the accompanying proxy statement 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 SEC on Form 6-K on or before Monday, May 23, 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. The Proxy Materials will also be made available on our corporate website at www.kitovpharma.com,

as required under the Companies Law and Regulations governing distribution of the Proxy Materials.

shareholders wishing to express their position on an agenda item for this Meeting may do so by submitting a written 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, June 17, 2016, at 4:30 p.m. Israel time.

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, June 27, 2016 at 12:30 p.m. Israel Time.