NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS Notice is hereby given that an Annual General Meeting of Shareholders (the " Meeting ") of Kitov Pharma Ltd. (the " Company ") will be held on Thursday

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

Notice is hereby given

that an Annual General Meeting of Shareholders (the "Meeting") of Kitov Pharma Ltd. (the "Company")

will be held on Thursday, December 3, 2020, at 4:30 p.m. Israel time at the Company's executive offices at One Azrieli Center,

Round Tower, 19th Floor, Tel Aviv, Israel, for the following purposes:

Meeting, representatives of the Company's management will be available to review and discuss the consolidated financial statements

of the Company for the year ended December 31, 2019.

Only shareholders and

holders of the Company's American Depositary Shares ("ADSs") of record at the close of business in New

York on Tuesday, October 27, 2020 (the "Record Date") are entitled to receive notice of, and vote at, the Meeting

and any adjournments or postponements thereof.

plan to attend the Meeting, it is important that your ordinary shares be represented. Accordingly, holders of ADSs (whether registered

in their name or in "street name") will receive voting instruction forms from Bank of New York Mellon (which acts as

the Depositary for the ADSs) in order to instruct their banks, brokers or other nominees on how to vote, and they are kindly requested

to complete, date, sign and mail the voting instruction form in the envelope provided at the earliest convenience so that it will

be received no later than the date and time indicated on the voting instruction form.

registered in the Company's shareholders' register in Israel and shareholders who hold ordinary shares through members

of the Tel Aviv Stock Exchange (the "TASE") who did not convert their ordinary shares to ADSs, may vote

in the Meeting in person or through a voting slip, by completing, dating, signing and mailing the voting slip to the Company's

offices so that it is received by the Company no later than four (4) hours prior to the designated time of the Meeting, namely

by no later than Thursday, December 3, 2020, 12:30 p.m. Israel time. Such shareholders (whether attending the Meeting in person

or voting through a voting slip) must also provide the Company with an ownership certificate confirming their ownership of our

ordinary shares as of the Record Date from the applicable TASE member, as required by the Israeli Companies Regulations (Proof

of Ownership of Shares for Voting at General Meeting) of 2000, as amended. Alternatively, a shareholder whose shares are registered

with a TASE member may also vote electronically via the electronic voting system of the Israel Securities Authority (the "ISA").

You should receive instructions about electronic voting from the TASE member through which you hold your shares. Voting via the

electronic voting system will be permitted until six (6) hours prior to the Meeting commencement, namely by no later than Thursday,

December 3, 2020, 10:30 a.m. Israel time.

A holder of ordinary

shares at the close of business on the Record Date shall also be entitled to participate in the Meeting by proxy, which proxy shall

be in writing and signed by the appointing party or its 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 an authorized

attorney. The proxy, or a copy satisfactory to the Company Secretary, must be deposited at the Company offices no later than 72

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 proxies at the commencement of the Meeting, subject to the presentation of

proof of share ownership. A proxy held by a participant at the Meeting that is dated more than 12 months from the date of the signature

shall be considered invalid.

the proposed resolutions may be viewed in the proxy statement, which together with the accompanying voting instruction form and

voting slip (collectively, the "Proxy Materials"), and will be available to the public on the SEC's website

at http://www.sec.gov. This Notice of Annual General Meeting of Shareholders and the Proxy Materials will also be submitted to

the ISA and TASE and will be available on their respective websites for listed company reports. The Proxy Materials will also be

made available on our corporate website and may also be viewed at our offices during regular business hours at One Azrieli Center,

Round Tower, 19th Floor, Tel Aviv, Israel; Tel: +972-3-9333121. Our company's representative is Gil Efron, our

Deputy Chief Executive Officer and Chief Financial Officer, who can be reached at telephone: +972-3-9333121; email: ir@kitovpharma.com;

or fax: +972-153-39311321. Detailed voting instructions will be provided in the proxy statement, the voting instruction form and

for the Meeting consists of at least two shareholders who are present at the Meeting, in person, by proxy, voting instruction form

or voting slip (paper or electronic) or otherwise represented at the Meeting by their authorized persons ("Valid Meeting

Participants"), and who hold in the aggregate twenty-five percent (25%) or more of the voting rights of the Company.

In the event that there is no quorum present thirty minutes after the scheduled time, the Meeting will be adjourned for one week,

to the same time and place, i.e., on Thursday, December 10, 2020 at 4:30 p.m. (Israel time) at the Company Offices (each such adjourned

meeting is referred to as an "Adjourned Meeting"). If there is no quorum present thirty minutes after the time

set for the Adjourned Meeting, any two shareholders present as Valid Meeting Participants will then constitute a legal quorum at

the Adjourned Meeting. This notice will serve as notice of such Adjourned Meting if no quorum is present at the original date and

time and no further notice of the Adjourned Meeting will be given to shareholders.

Vote Required for Approval of the Proposals

The affirmative vote

of the holders of a majority of the Company's ordinary shares, including those represented by ADSs, participating and voting

on the matter at the Meeting as Valid Meeting Participants, is required to approve each of Proposals 1 and 3.

The affirmative vote

of the holders of seventy-five percent (75%) of the Company's ordinary shares, including those represented by ADSs, participating

and voting on the matter at the Meeting as Valid Meeting Participants, is required to approve Proposal 2.

Written position statements

must be submitted to the Company by no later than 4:30 p.m. Israel time on Monday, November 23, 2020.