KITOV PHARMACEUTICALS HOLDINGS LIMITED __________________ Special General Meeting of Shareholders

KITOV PHARMACEUTICALS

Special General Meeting

Notice 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 Kitov's

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

Record Date; Shareholders Entitled to Vote; Admission

Only shareholders of record at the close

of business in New York on Wednesday, May 25, 2016 (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 Special Meeting.

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 the Position Statements posted on the Israel Securities

Authority website, unless the shareholder notified that he or she is not so interested; provided, that the notice was provided

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 the

Company 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 the Israel Securities Authority 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 Special

Meeting will be limited to shareholders, their legal proxy holders or their authorized persons only. To gain admission

to the Special 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 the Company's amended and restated

articles of association.

Whether 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 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 dated more than 12 months

from the signature date shall be rendered invalid.

This Proxy Statement also serves as a

Notice to the Shareholders pursuant to 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"). With respect

to the matters on the agenda of the Meeting, a shareholder may also vote via the Voting Slip attached as Part Two of the Proxy

Statement. The sites where one can find the form of the Voting Slip and position papers (if any) as per their meaning under Section

88 of the Companies Law are as follows: on the distribution site of the Israel Securities Authority, at www.magna.isa.gov.il (hereinafter: "Distribution Site"), and on the website of the TASE, at www.maya.tase.co.il.

A shareholder may contact the Company directly and receive the form of the Voting Slip and position papers (if any), or at such

holders 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 Part Two of the Proxy Statement, as published on the Distribution Site. 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 Monday, June 27, 2016,

12:30 p.m. Israel Time.

A shareholder not registered in the Company's

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

the Registration Company) is also entitled to vote via Electronic Voting Slip 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 (the "Securities

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

ADS holders should return their BNY Mellon

form of Voting Instruction Form for holders of the Company's ADSs by no later than the date and time set forth on such Voting

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 http://www.sec.gov. Each of these will also be filed with the Israeli Securities Authority

and TASE and will be available on their respective websites at: www.magna.isa.gov.il or 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 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 or by proxy or by Voting Slip 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, and such presence at the Meeting will constitute

a legal quorum (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 for 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,

July 4, 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, in person or by proxy, will then constitute a legal quorum.

The affirmative vote of the holders of

a majority of the Company's ordinary shares participating and voting at the Meeting, in person or by proxy or through their

representatives, is required to adopt each of the proposals to be presented at the Meeting. Proposal 4 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), 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

4 is required to inform the Company prior to voting whether or not the shareholder has a personal interest in Proposal 4. Otherwise,

pursuant to the Companies Law, the shareholder's vote on such Proposal 4 cannot be counted in determining whether the above

Disinterested Majority approval requirements are satisfied.

Pursuant to the Israeli Companies Law,