NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS Notice is hereby given that an Annual General Meeting of Shareholders (the “ Meeting ”) of Purple Biotech Ltd. (the “ Company ”) will be held o

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NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

Notice is hereby given that an Annual General Meeting of Shareholders (the Meeting ) of Purple Biotech Ltd. (the Company ) will be held on Wednesday, December 22, 2021, at 4:30 p.m. Israel time at the Company's executive offices at4 Oppenheimer Street, Science Park, Rehovot, Israel, for the following purposes:

1. To approve the election of Isaac Israel, Suzana Nahum-Zilberberg and Ori Hershkovitz as members of the third class of directors of the Board of Directors, each for a three-year term until the annual general meeting of shareholders to be held in 2024, and until their respective successors are duly elected and qualified;

2. To approve the issuance by the Company of a letter of exemption and letter of indemnification to Robert Gagnon, as a member of our Board of Directors;

3. To approve the grant of equity-based awards to each of (a) Dr. Eric Rowinsky, the Chairman of our Board of Directors, (b) Robert Gagnon, a member of our Board of Directors, (c) Suzana Nahum-Zilberberg, a member of our Board of Directors, subject to her re-election as a director at the Meeting, and (d) Ori Hershkovitz, a director nominee, subject to his election as a director at the Meeting;

4. To approve an amendment to the annual bonus terms of Mr. Isaac Israel, our Chief Executive Officer and a director; and

5. To approve the payment of the discretionary portion of the 2020 annual bonus to Mr. Isaac Israel, our Chief Executive Officer and a director, and the payment of such portion of the bonus in the form of our American Depositary Shares ( ADSs ).

In addition, at the 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, 2020.

Only shareholders and holders of the Company's ADSs of record at the close of business in New York on Monday, November 15, 2021 (the Record Date ) are entitled to receive notice of, and vote at, the Meeting and any adjournments or postponements thereof.

Whether or not you 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.

Shareholders 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 ), 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 Wednesday, December 22, 2021, 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 Wednesday, December 22, 2021, 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 full version of 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 ), will be available to the public on the Securities and Exchange Commission'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 4 Oppenheimer Street, Science Park, Rehovot, Israel; Tel: +972-3-9333121. Our company's representative is Nir Livneh, our Vice President-Legal Affairs and Secretary, who can be reached at telephone: +972-3-9333121 or email: nirl@purple-biotech.com. Detailed voting instructions are provided in the proxy statement, the voting instruction form and the voting slip.

The quorum required 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 Wednesday, December 29, 2021, 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 Meeting 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 the proposals.

In addition, the approval of each of Proposal 4, Proposal 5.a. and Proposal 5.b. also requires that either (i) a majority of the shares, including those represented by ADSs, held by shareholders or ADS holders (as applicable) who are neither controlling shareholders nor have a personal interest in the matter, participating and voting on the matter at the Meeting as Valid Meeting Participants (excluding abstentions), voted in favor of the proposal, or (ii) the total number of shares, including those represented by ADSs, voted against the proposal by the disinterested shareholders described in clause (i) does not exceed two-percent (2%) of our outstanding voting rights (either of (i) or (ii) being referred to as a Special Majority ).

We are not aware of any shareholder that would be deemed to be a controlling shareholder of our company as of the current time for purposes of Proposal 4, Proposal 5.a. or Proposal 5.b. A shareholder who votes via voting slip or an ADS holder who signs and returns a voting instruction form will be deemed to be confirming that such shareholder or ADS holder, and any related party of such shareholder or ADS holder, is not a controlling shareholder for purposes of Proposal 4, Proposal 5.a. or Proposal 5.b. If you believe that you, or a related party of yours, may be deemed to be a controlling shareholder and you wish to participate in the vote on Proposal 4, Proposal 5.a. or Proposal 5.b., you should contact Nir Livneh, our Vice President-Legal Affairs and Secretary, at telephone: +972-3-9333121 or email: nirl@purple-biotech.com.

Under the Israeli Companies Law, 1999 (the Companies Law ), each shareholder or ADS holder (as applicable) voting on Proposal 4, Proposal 5.a. or Proposal 5.b. is required to indicate on the proxy or voting instruction form or voting slip (paper or electronic), or, if voting in person at the Meeting, inform us prior to voting on the matter at the Meeting, whether or not the shareholder or ADS holder has a personal interest in the proposal. Otherwise, the shareholder or ADS holder is not eligible to vote on Proposal 4, Proposal 5.a. or Proposal 5.b. and his or her or its vote will not be counted for the purposes of such proposal. Under the Companies Law, a personal interest of a shareholder in an act or transaction of a company (i) includes a personal interest of (a) any spouse, sibling, parent, grandparent or descendant of the shareholder, any descendant, sibling or parent of a spouse of the shareholder and the spouse of any of the foregoing; and (b) a company with respect to which the shareholder (or any of the foregoing relatives of the shareholder) serves as a director or chief executive officer, owns at least 5% of the outstanding shares or voting rights or has the right to appoint one or more directors or the chief executive officer; and (ii) excludes a personal interest arising solely from the ownership of shares. Under the Companies Law, in the case of a person voting by proxy, personal interest includes the personal interest of either the proxy holder or the shareholder granting the proxy, whether or not the proxy holder has discretion how to vote.

Written position statements must be submitted to the Company by no later than 4:30 p.m. Israel time on Sunday, December 12, 2021.

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ANNUAL GENERAL MEETING OF SHAREHOLDERS

This Proxy Statement is being furnished to the holders of ordinary shares, no par value, and to holders of American Depositary Shares ( ADSs ), each representing ten ordinary shares issued by the Bank of New York Mellon ( BNY Mellon ), in connection with the solicitation of proxies on behalf of the Board of Directors of Purple Biotech Ltd. ( we, us, our, Purple, or the Company ) to be voted at an Annual General Meeting of Shareholders (the Meeting ) and at any adjournment thereof, pursuant to the accompanying Notice of Annual General Meeting of Shareholders. The Meeting will be held on Wednesday, December 22, 2021, at 4:30 p.m. Israel time at our executive offices at 4 Oppenheimer Street, Science Park, Rehovot, Israel (the Company Offices ).

Purpose of the Meeting

At the Meeting, shareholders will be asked to consider and vote upon the following: (i) the election of Isaac Israel, Suzana Nahum-Zilberberg and Ori Hershkovitz as members of the third class of directors of the Board of Directors, each for a three-year term until the annual general meeting to be held in 2024, and until their respective successors are duly elected and qualified; (ii) the approval of the issuance by the Company of a letter of exemption and letter of indemnification to Robert Gagnon, as a member of our Board of Directors; (iii) the grant of equity-based awards to each of (a) Dr. Eric Rowinsky, the Chairman of our Board of Directors, (b) Robert Gagnon, a member of our Board of Directors, (c) Suzana Nahum-Zilberberg, a member of our Board of Directors, subject to her re-election as a director at the Meeting, (d) Ori Hershkovitz, a director nominee, subject to his election at the Meeting; (iv) the approval of an amendment to the annual bonus terms of Mr. Isaac Israel, our Chief Executive Officer and a director; and (v) the approval of the payment of the discretionary portion of the 2020 annual bonus to Mr. Isaac Israel, our Chief Executive Officer and a director, and the payment of such portion of the bonus in the form of our ADSs. In addition, at the Meeting, representatives of our management will be available to review and discuss our consolidated financial statements for the year ended December 31, 2020.

We are currently not aware of any other matters that may be raised at the Meeting. If any other matters are properly raised at the Meeting or any adjournment or postponement thereof, the proxy or voting instruments confer discretionary authority with respect to acting thereon, and the persons named in the proxy or other voting instrument will vote on such matters in accordance with their best judgment.

Board Recommendation

The Board of Directors recommends that you vote FOR each of the proposals on the agenda.

Record Date; Shareholders and ADS Holders Entitled to Vote

Only shareholders and holders of our ADSs of record at the close of business in New York on Monday, November 15, 2021 (the Record Date ) are entitled to receive notice of, and vote at, the Meeting and any adjournments or postponements thereof. As of November 8, 2021, 177,032,635 ordinary shares were issued and outstanding (excluding one dormant ordinary share held in treasury).

- Voting by voting instruction form for holders of ADSs. Holders of ADSs (whether registered in their name or in street name ) will receive from BNY Mellon (which acts as the Depositary for the ADSs) a voting instruction form in order to instruct their banks, brokers or other nominees on how to vote. Under the terms of the Deposit Agreement between the Company, BNY Mellon and the holders of the Company's ADSs, BNY Mellon shall endeavor (insofar as is practicable) to vote or cause to be voted the number of shares represented by ADSs in accordance with the instructions provided by the holders of ADSs to BNY

Mellon. For ADSs that are held in street name through a bank, broker or other nominee, the voting process will be based on the underlying beneficial holder of the ADSs directing the bank, broker or other nominee to arrange for BNY Mellon to vote the ordinary shares represented by the ADSs in accordance with the beneficial holder's voting instructions. If no instructions are received by the Depositary from an owner of ADSs with respect to a matter and a number of ADSs of that owner on or before the instruction cutoff date set forth on the BNY Mellon voting instruction form, the Depositary shall deem that owner to have instructed the Depositary to give a discretionary proxy to a person designated by us with respect to that matter and the number of ordinary shares represented by that number of ADSs, and the Depositary shall give a discretionary proxy to a person designated by us to vote that number of ordinary shares as to that matter, except that no instruction of that kind shall be deemed given and no discretionary proxy shall be given with respect to any matter as to which we inform the Depositary (and we agree to provide such information as promptly as practicable in writing, if applicable) that (x) we do not wish a proxy given, (y) substantial shareholder opposition exists, or (z) the matter materially and adversely affects the rights of holders of shares. ADS holders should return their BNY Mellon voting instruction form by no later than the date and time set forth on such voting instruction form.

- Voting in person or by voting slip for holders of ordinary shares. Shareholders registered in the Company's shareholders' register in Israel and shareholders who hold ordinary shares through a member of the Tel Aviv Stock Exchange ( TASE ) who did not convert their ordinary shares to ADSs may vote in person at the Meeting or through a voting slip. In order to attend and vote in person at the Meeting, all such shareholders must have a form of government-issued photograph identification (e.g., passport or certificate of incorporation (as the case may be)). A shareholder whose ordinary shares are registered with a TASE member must also provide us, whether attending the Meeting in person or voting through a voting slip, an ownership certificate (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. This Proxy Statement also serves as a voting slip pursuant to the Israeli Companies Regulations (Voting Slip and Position Statements), 5766-2005.

A shareholder whose shares are registered with a TASE member and are not registered on the Company's shareholder's register is entitled to receive from the TASE member that holds the shares on the shareholder's behalf by e-mail (for no charge) a link to the text of the voting slip and any position statements posted on the website of the Israel Securities Authority (the ISA ), unless the shareholder notified such TASE member that he or she or it is not interested in receiving such link and position statements, provided that such notification was provided by the shareholder with respect to a particular securities account prior to the Record Date. All voting slips (together with proofs of ordinary share ownership and all documents required to be submitted therewith) must be delivered to the Company Offices set forth above no later than four (4) hours prior to the designated time of the Meeting, namely by no later than Wednesday, December 22, 2021, 12:30 p.m. Israel time.

Alternatively, a shareholder whose shares are registered with a TASE member may also vote electronically via the electronic voting system of 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 Wednesday, December 22, 2021, 10:30 a.m. Israel time.

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 Commission ) on Form 6-K and will be made available to the public on the Commission's website at www.sec.gov. Each of these will also be filed with the ISA and TASE and will be available on their respective websites for listed company reports at www.magna.isa.gov.il and www.maya.tase.co.il.

- Voting by proxy for holders of ordinary shares. A holder of ordinary shares at the end of the trading day 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 or the place designated for the Meeting 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.

Change or Revocation of Vote

A holder of ADS who has executed and returned a voting instruction form or a shareholder who has executed and returned a voting slip may revoke its voting instructions at any time before the deadline by filing with BNY Mellon (in the case of holders of ADSs) or with the Company (in the case of holders of ordinary shares) a written notice of revocation or a duly voting instruction form or voting slip (as applicable) bearing a later date. If your ADSs are held in street name, you may change your vote by submitting new voting instructions to your broker, bank, trustee or nominee or, if you have obtained a legal proxy from your broker, bank, trustee or nominee giving you the right to vote your shares, by attending the Meeting and voting in person.

If you are a shareholder of record, you may change your vote at any time by attending the Meeting and voting in person or, in the event you have provided a proxy, prior to the exercise of authority granted in the proxy by delivering a written notice of revocation to our VP Legal Affairs and Secretary or by granting a new proxy bearing a later date. Attendance at the Meeting will not cause your previously granted proxy to be revoked unless you specifically so request.

The quorum required 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 Wednesday, December 29, 2021, 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 Meeting if no quorum is present at the original date and time, and no further notice of the Adjourned Meeting will be given to shareholders.

Abstentions and broker non-votes , as well as any abstentions by ADS holders with respect to our ordinary shares held by BNY Mellon, are counted as present and entitled to vote for purposes of determining a legal quorum.

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 the proposals.

In addition, the approval of each of Proposal 4, Proposal 5.a. or Proposal 5.b. also requires that either (i) a majority of the shares, including those represented by ADSs, held by shareholders or ADS holders (as applicable) who are neither controlling shareholders nor have a personal interest in the matter, participating and voting on the matter at the Meeting as Valid Meeting Participants (excluding abstentions), voted in favor of the proposal, or (ii) the total number of shares, including those represented by ADSs, voted against the proposal by the disinterested shareholders described in clause (i) does not exceed two-percent (2%) of our outstanding voting rights (either of (i) or (ii) being referred to as a Special Majority ).

We are not aware of any shareholder that would be deemed to be a controlling shareholder of our company as of the current time for purposes of Proposal 4, Proposal 5.a. or Proposal 5.b. A shareholder who votes via voting slip or an ADS holder who signs and returns a voting instruction form will be deemed to be confirming that such shareholder or ADS holder, and any related party of such shareholder or ADS holder, is not a controlling shareholder for purposes of Proposal 4, Proposal 5.a. or Proposal 5.b. If you believe that you, or a related party of yours, may be deemed to be a controlling shareholder and you wish to participate in the vote on Proposal 4, Proposal 5.a. or Proposal 5.b, you should contact Nir Livneh, our Vice President-Legal Affairs and Secretary, at telephone: +972-3-9333121 or email: nirl@purple-biotech.com.

Under the Israeli Companies Law, 1999 (the Companies Law ), each shareholder or ADS holder (as applicable) voting on Proposal 4, Proposal 5.a. or Proposal 5.b. is required to indicate on the proxy or voting instruction form or voting slip (paper or electronic), or, if voting in person at the Meeting, inform us prior to voting on the matter at the Meeting, whether or not the shareholder or ADS holder has a personal interest in the proposal. Otherwise, the shareholder or ADS holder is not eligible to vote on Proposal 4, Proposal 5.a. or Proposal 5.b. and his or her or its vote will not be counted for the purposes of such proposals. Under the Companies Law, a personal interest of a shareholder in an act or transaction of a company (i) includes a personal interest of (a) any spouse, sibling, parent, grandparent or descendant of the shareholder, any descendant, sibling or parent of a spouse of the shareholder and the spouse of any of the foregoing; and (b) a company with respect to which the shareholder (or any of the foregoing relatives of the shareholder) serves as a director or chief executive officer, owns at least 5% of the outstanding shares or voting rights or has the right to appoint one or more directors or the chief executive officer; and (ii) excludes a personal interest arising solely from the ownership of shares. Under the Companies Law, in the case of a person voting by proxy, personal interest includes the personal interest of either the proxy holder or the shareholder granting the proxy, whether or not the proxy holder has discretion how to vote.

FameWave Shareholder Voting Undertaking

In connection with our acquisition of FameWave Ltd. ( FameWave ) in January 2020, each of the investment funds and the other FameWave shareholders party to the registration rights agreement entered into at the closing of the FameWave transaction signed a Shareholder's Undertaking containing, amongst other matters, an undertaking that during the 6-12 month lock-up period, and, subsequent to such lock up period, until the earlier of: (i) for so long as the aggregate number of our ordinary share equivalents beneficially owned by the shareholder and its group members, as a group, is greater than or equal to 2.5% of our then issued and outstanding ordinary shares or (ii) 24 months following the date of the undertaking, the shareholder shall cause all of our voting securities beneficially owned by it or any of its group members or over which it or any of its group members has voting control not to be voted (i) against persons nominated and recommended to serve as directors of the Company by our board of directors and/or any applicable committee thereof and (ii) with respect to any other action, proposal or matter to be voted on by our shareholders, in a manner inconsistent with the recommendation of our board of directors or any applicable committee thereof; provided, however, that the undertakings in sub-clauses (i) and (ii) above shall not apply to: (1) matters under Sections 270(1), 270(2), 270(3) and 270(4) of the Companies Law and matters which require the declaration by officers or shareholders of a personal interest and/or affiliation with a controlling shareholder within the meaning of the Companies Law, (2) matters directly affecting the development of the technology controlled by FameWave, and (3) where, based on a legal opinion received in writing by the shareholder, the shareholder reasonably believes that such vote by the shareholder may impose a liability on the shareholder, subject to certain exceptions relating to significant corporate transactions.

Under Israeli law, shareholders wishing to express their position on an agenda item for the Meeting may do so by submitting a written position statement ( Position Statement ) to the Company Offices, Attn: Gil Efron, President and Chief Financial Officer. Any Position Statements so submitted must comply with the requirements set forth under the Companies Law and any applicable regulations. We will furnish to the Commission on Form 6-K any legally compliant Position Statements received by us and will make them available to the public on the website of the Commission at www.sec.gov, of the ISA at www.magna.isa.gov.il and of the TASE at www.maya.tase.co.il. Position Statements must be submitted to us by no later than 4:30 p.m. Israel time on Sunday, December 12, 2021.

Solicitation of Proxies

We may bear the reasonable and actual cost of solicitation of proxies, including preparation, assembly, printing, and mailing of the BNY Mellon voting instruction form and any additional information furnished to beneficial ordinary shareholders or beneficial holders of ADSs. The Notice of Annual General Meeting of the Shareholders, the Proxy Statement, and the voting slip will not be mailed to beneficial ordinary shareholders in Israel. We may reimburse brokerage firms and other persons representing beneficial owners of ordinary shares or ADSs only for reasonable expenses incurred by them in forwarding proxy soliciting materials to such beneficial owners and to the extent such costs were actually incurred by such holders of ADSs on street name. In addition to solicitation by mail, certain of our directors, officers and employees, without additional remuneration, may solicit proxies by telephone, facsimile, email or personal contact.

Reporting Requirements

We are subject to the information reporting requirements of the Securities Exchange Act of 1934, as amended (the Exchange Act ), applicable to foreign private issuers. We fulfill these requirements by filing reports with the Commission. Our filings with the Commission are available to the public on the Commission's website at www.sec.gov. We submit copies of our filings with the Commission to the ISA and the TASE, and such filings can be reviewed on their respective websites for listed company reports at www.magna.isa.gov.il and www.maya.tase.co.il.

As a foreign private issuer, we are exempt from the rules under the Exchange Act related to the furnishing and content of proxy statements. The circulation of this proxy statement and related notice should not be taken as an admission that we are subject to those proxy rules. Furthermore, our officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act and the rules thereunder, with respect to their purchases and sales of securities. Additionally, we are not required to file periodic reports and financial statements with the Commission under the Exchange Act as frequently or as promptly as United States companies whose securities are registered under the Exchange Act.

Compensation of Executive Officers

For information regarding the compensation incurred by us in relation to our five most highly compensated office holders (within the meaning of the Companies Law) for the year ended December 31, 2020, see Item 6. Directors, Senior Management and Employees Compensation Executive Compensation of our annual report on Form 20-F for the year ended December 31, 2020, as amended, filed with the Commission on March 16, 2021.

Principal Accountant Fees and Services

For information regarding the fees incurred by us for Somekh Chaikin, a member of KPMG International, our independent registered public accounting firm, for audit and other services for the year ended December 31, 2020, see Item 16C. Principal Accountant Fees and Services of our annual report on Form 20-F for the year ended December 31, 2020, as amended, filed with the Commission on March 16, 2021.

ELECTION OF THREE DIRECTORS TO SERVE AS Third class DIReCTORS

Under our amended and restated Articles of Association, the number of directors on our Board of Directors will be no less than four and no more than nine and will be divided into three classes. Each class consists, as nearly equal in number as practicable, of one-third of the total number of directors constituting the entire Board of Directors. The term of one class of directors expires at each annual general meeting, at which the election (or re-election) of directors of the class whose term expired at such annual general meeting shall be for a term that expires on the date of the third annual general meeting following such election (or re-election) and until his or her respective successor has been elected and qualified. Under our amended and restated Articles of Association, the majority of the members of our Board of Directors shall be residents of Israel, unless our center of management is transferred to another country in accordance with a resolution of our Board of Directors by a majority including at least 75% of the participating director votes.

Our Board of Directors is currently comprised of eight directors and is divided into three classes, as follows:

(1) Member of our nominations committee

(2) Member of our compensation committee

(3) Member of our audit committee

We rely on the exemption available to foreign private issuers under the Nasdaq Listing Rules and follow Israeli law and practice with regard to the process of nominating directors, in accordance with which our Board of Directors (or a committee thereof) is authorized to recommend to our shareholders director nominees for election. In September 2020, our Board of Directors established a non-independent Nominations Committee, whose role is to (among other things) identify and recommend to the Board of Directors for selection, director nominees for election by the shareholders, while considering the appropriate size and composition of the Board of Directors, the requirements applicable to all members of the Board of Directors and the criteria for the selection of new members of the Board of Directors.

At the Meeting, the terms of the three members of our third class of directors, Isaac Israel, Suzana Nahum-Zilberberg and Revital Stern-Raff, expire. Ms. Stern-Raff will not be standing for re-election at the Meeting. Our Nominations Committee recommended, and our Board of Directors approved, that each of Isaac Israel and Suzana Nahum-Zilberberg be re-elected at the Meeting as a third class director for an additional three year term to expire at the 2024 annual general meeting of our shareholders, and until their respective successors have been duly elected and qualified or until their respective office is vacated in accordance with our Articles of Association and the Companies Law. In addition, our Nominations Committee recommended, and our Board of Directors approved, that Ori Hershkovitz be elected as a director at the Meeting for the first time, to serve as a third class director for a three year term to expire at the 2024 annual general meeting of our shareholders, and until his respective successor has been duly elected and qualified or until his respective office is vacated in accordance with our Articles of Association and the Companies Law. Subject to shareholder approval of the above director nominees, our Board of Directors will consist of eight members, six of whom satisfy the independence requirements of the Nasdaq Listing Rules.

Under the Companies Law, our Board of Directors must determine the minimum number of directors who are required to have financial and accounting expertise, as defined in regulations promulgated under the Companies Law. In determining the number of directors required to have such expertise, the board of directors must consider, among other things, the type and size of the company and the scope and complexity of its operations. Our Board of Directors has determined that we require at least one director with the requisite financial and accounting expertise and that each of Robert Gagnon, Suzana Nahum-Zilberberg, Simcha Rock, Steven Steinberg and Ori Hershkovitz are deemed to have such expertise.

Other than the certain Shareholders Undertakings of former shareholders of FameWave, as detailed above under FameWave Shareholder Voting Undertaking, currently there is no other agreement between us and any shareholder regarding the nomination or appointment of directors.

Suitability of Director Nominees

Our Nominating Committee and Board of Directors have reviewed the qualifications and suitability of each of the director nominees and our Board of Directors as a whole. We believe that our Board of Directors contains highly qualified and talented directors, including directors with global pharmaceutical and financial experience. In accordance with the Companies Law, each of the director nominees has certified to us that he or she meets all the requirements of the Companies Law for election as a director of a public company and that he or she possesses the necessary qualifications and is able to dedicate sufficient time to fulfill his or her duties as a director of our company, taking into consideration our company's size and special needs. Accordingly, upon the recommendation of our Nominating Committee, our Board of Directors has nominated the three director nominees for election as third class directors, to hold office until our 2024 annual general meeting of shareholders, and until their respective successors have been duly elected and qualified, or until their respective office is vacated in accordance with our Articles of Association and the Companies Law.

We are not aware of any reason why the nominees, if elected, would be unable or unwilling to serve as directors. Should the nominees be unavailable for election, the proxies will be voted for substitute nominees designated by our Board of Directors.

If elected at the Meeting, Suzana Nahum-Zilberberg and Ori Hershkovitz will each be entitled to the same cash compensation that we have paid to each of our non-executive directors since our extraordinary general meeting in July 2017, of an annual fee in the amount of $40,000 for service on our Board of Directors, an additional $3,500 annual fee for service on each permanent committee of the Board of Directors, and an additional $7,000 annual fee for service on the Board of Directors of a subsidiary (if applicable), provided, however, that the maximum annual fee for services on our Board of Directors, its committees and/or on the Board of Directors of any subsidiaries shall not exceed $47,000. Such annual fees shall be paid pro-rata for service during any part of a year. In addition, we may subsidize ongoing corporate governance or other professional training for directors in amounts up to $5,000 per director per annum, and we reimburse directors for any direct expenses incurred during the performance of their duties (such as travel expenses). The above dollar denominated fees, and all other dollar denominated payments that we pay our directors based in Israel, are paid in NIS based on the NIS/$ exchange rate at the beginning of the month in which such amounts are paid, but not lower than the exchange rate in effect on January 1, 2017. Such non-executive director fees are consistent with our Compensation Policy approved by our shareholders on August 6, 2020. If they are elected as directors at the Meeting, the approval of the election of Suzana Nahum-Zilberberg and Ori Hershkovitz will be deemed to be an approval of the foregoing cash compensation. Isaac Israel, who also serves as our Chief Executive Officer, does not receive any additional compensation for his services as a director. In addition, if elected at the Meeting, the director nominees will benefit from our directors' and officers' liability insurance policy, as in effect from time to time, and Mr. Israel will continue to benefit from the indemnification and exemption letter agreements that we previously entered into with him.

In connection with the appointment of Ms. Nahum-Zilberberg to serve as a third class director by our Board of Directors in May 2021, pursuant to the approval of our Compensation Committee and Board of Directors, we issued to her our standard letter of exemption and standard letter of indemnification, each of which will be in effect until the Meeting, in accordance with the relief regulations promulgated under the Companies Law that exempt the issuance of such letters from shareholder approval with respect to the period until our next general meeting of shareholders, and thereafter, the continued effectiveness of such letters is subject to the approval of our shareholders at the Meeting. Accordingly, if Ms. Nahum-Zilberberg is elected at the Meeting, the approval of her election will be deemed to be an approval of the issuance by the Company to Ms. Nahum Zilberberg, as a member of our Board of Directors, of the letter of exemption and letter of indemnification in the form that was issued to her upon her appointment to the Board in May 2021. In addition, our Compensation Committee and Board of Directors approved, subject to shareholder

approval at the Meeting, our issuance of our standard letter of exemption and our standard letter of indemnification to Mr. Ori Hershkovitz, subject to his election at the Meeting Accordingly, if Mr. Hershkovitz is elected at the Meeting, the approval of his election will be deemed to be an approval of the issuance by the Company to Mr. Hershkovitz, as a member of our Board of Directors, of our standard letter of exemption and letter of indemnification, each effective as of his election. The foregoing letters of exemption and letters of indemnification are in the form of each such letter previously approved by our shareholders and which are attached as Exhibit 10.5 and Exhibit 10.6, respectively, to the Registration Statement on Form F-1 filed by the Company with the Commission on September 24, 2015. Each of our Compensation Committee and Board of Directors also determined that such forms of letter of exemption and letter of indemnification and their respective terms are in accordance with our Compensation Policy approved by our shareholders on August 6, 2020. In addition, at the Meeting, shareholders are being asked to approve the grant of equity-based awards to each of Ms. Nahum-Zilberberg and Mr. Hershkovitz (see Proposal 3).

Nominees for Director

Biographical information concerning each of the nominees for election as third class directors at the Meeting is set forth below.

Isaac Israel has served as our chief executive officer and a member of our Board of Directors since October 2012. Mr. Israel was the founding chief executive officer of BeeContact Ltd. (formerly TASE:BCNT), from 2001 until 2007. Since 2008, Mr. Israel has served as founding chief executive officer of Uneri Capital Ltd., a consulting firm in the capital markets field, owned by Mr. Israel, which specializes in the healthcare sector. Mr. Israel served as a member of the board of directors of various private and public healthcare corporations, including as chairman of the board of a public healthcare corporation, NextGen Biomed Ltd., which is traded on the TASE.

Suzana Nahum-Zilberberg has served as a member of our Board of Directors since May 2021. Ms. Nahum-Zilberberg currently serves as Vice Chairman of the Board of BioLight Life Science Ltd., which is traded on the TASE, and from 2011 to 2020 served as its chief executive officer. Ms. Nahum-Zilberberg also serves as a director at Human Xtention Ltd. and Nextferm Technologies Ltd., both of which are traded on the TASE, and a number of private companies. Prior to joining BioLight, Ms. Nahum-Zilberberg held a number of leadership positions at Teva Pharmaceuticals Industries, including Vice President of Asia and Pacific and Director in the office of the President and CEO. Ms. Nahum-Zilberberg holds a B.A. degree in accounting and economics and an M.B.A. degree, and is a Certified Director, all from Tel Aviv University, and graduated from the INSEAD Asian International Executive Program. Ms. Nahum-Zilberberg is a certified public accountant.

Ori Hershkovitz has held various positions in life sciences investment funds over many years. From 2019, Mr. Hershkovitz has been providing consulting services to various life sciences companies. From 2015 to 2019, Mr. Hershkovitz served as a Managing Partner and CIO of Nexthera Fund, a healthcare hedge fund based in New York, managing over $400 million in assets. From 2006 to 2014, Mr. Hershkovitz served as the Managing Partner and Head of Research at Sphera Fund in Tel-Aviv, managing over $700 million in assets. From 2001 to 2006, Mr. Hershkovitz served as Senior Pharmaceutical Equity Analyst at Leader & Co. Investment House Ltd. in Tel Aviv, and from 1999 to 2001 Mr. Hershkovitz served as a Pharmaceutical Equity Analyst at Ilanot Batucha Investment House Ltd. Mr. Hershkovitz currently serves on the Board of Directors of Matricelf Ltd. (TASE: MTLF), and from 2013 to 2016 served as a member of the Board of Directors of MicroMedic Ltd. (TASE:MCTC) and Medigus Ltd. (Nasdaq: MDGS). Mr. Hershkovitz holds a B.A degree in Business Administration and Finance from Tel Aviv University, and is a licensed investment advisor.

Under the Companies Law, the affirmative vote of the holders of a majority of our ordinary shares, including those represented by ADSs, participating and voting on the matter at the Meeting as Valid Meeting Participants, is required to approve the election of each of the director nominees named above as a third class director for a three-year term to expire at the 2024 annual general meeting of shareholders. Each director nominee shall be voted on separately.

Board Recommendation

Our Board of Directors recommends that you vote FOR the election of each director nominee named above as a third-class director for a three-year term to expire at the 2024 annual general meeting of shareholders, on the terms described in Proposal 1.

approvAL OF the ISSUANCE OF A Letter of EXEMPTION and letter of indemnification by the Company to Robert Gagnon

Under the Companies Law, any arrangement between a company and a director relating to his or her compensation, including an undertaking to indemnify and exculpate a director, must be approved by the company's compensation committee, board of directors and shareholders, in that order. According to relief regulations promulgated under the Companies Law, the compensation committee and board of directors may approve the terms of engagement of a director effective as of the date of his/her respective appointment as a director without requiring shareholder approval with respect to the period until the company's next general meeting of shareholders, if such engagement terms are consistent with the company's compensation policy that was approved by the company's shareholders in accordance with the Companies Law and are no more beneficial to the director as compared to the engagement terms of the other directors.

Robert Gagnon was appointed by our Board of Directors on February 28, 2021, to serve as a first class director until the 2022 annual general meeting. In connection with the appointment of Mr. Gagnon, following the approval of our Compensation Committee and Board of Directors, we issued to him our standard letter of exemption and our standard letter of indemnification, each of which will be in effect until the Meeting, in accordance with the relief regulations promulgated under the Companies Law described above, and thereafter, the continued effectiveness of such letters is subject to the approval of our shareholders at the Meeting. The letter of exemption and letter of indemnification are in the form of each such letter previously approved by our shareholders and which are attached as Exhibit 10.5 and Exhibit 10.6, respectively, to the Registration Statement on Form F-1 filed by the Company with the Commission on September 24, 2015. Each of our Compensation Committee and Board of Directors also determined that such forms of letter of exemption and letter of indemnification and their respective terms are in accordance with our Compensation Policy approved by our shareholders on August 6, 2020. Accordingly, at the Meeting shareholders are being asked to approve the issuance of each of the letter of exemption and letter of indemnification to Mr. Gagnon, as a member of our Board of Directors. If this Proposal 2 is not approved by shareholders at the Meeting, the letter of exemption and letter of indemnification previously issued to Mr. Gagnon shall terminate effective as of the Meeting.

Under the Companies Law, an Israeli company may exculpate an office holder in advance from liability to the company, in whole or in part, for damages caused to the company as a result of a breach of duty of care but only if a provision authorizing such exculpation is included in its articles of association. Our amended and restated Articles of Association include such a provision. A company may not exculpate an office holder from liability for a breach of a fiduciary duty and may not exculpate in advance a director from liability arising out of breach of duty of care with respect to a prohibited dividend or distribution to shareholders.

Under the Companies Law and the Securities Law, 5738 1968 ( Securities Law ) a company may indemnify an office holder in respect of the following liabilities, payments and expenses incurred for acts performed by him or her as an office holder, either in advance of an event or following an event, provided its articles of association include a provision authorizing such indemnification:

- a monetary liability incurred by or imposed on him or her in favor of another person pursuant to a judgment, including a settlement or arbitrator's award approved by a court. However, if an undertaking to indemnify an office holder with respect to such liability is provided in advance, then such an undertaking must be limited to events which, in the opinion of the board of directors, can be foreseen based on the company's activities when the undertaking to indemnify is given, and to an amount or according to criteria determined by the board of directors as reasonable under the circumstances, and such undertaking shall detail the abovementioned foreseen events and amount or criteria;

- reasonable litigation expenses, including reasonable attorneys' fees, incurred by the office holder as a result of an investigation or proceeding instituted against him or her by an authority authorized to conduct such investigation or proceeding, provided that (i) no indictment was filed against such office holder as a result of such investigation or proceeding; and (ii) no financial liability was imposed upon him or her as a substitute for the criminal proceeding as a result of such investigation or proceeding or, if such financial liability was imposed, it was imposed with respect to an offense that does not require proof of criminal intent or in connection with a monetary sanction;

- a monetary liability imposed on him or her in favor of a payment for a breach offended at an Administrative Procedure (as defined in the Securities Law) as set forth in Section 52(54)(a)(1)(a) to the Securities Law;

- expenses associated with an Administrative Procedure (as defined in the Securities Law) conducted regarding an office holder, including reasonable litigation expenses and reasonable attorneys' fees; and

- reasonable litigation expenses, including attorneys' fees, incurred by the office holder or imposed by a court in proceedings instituted against him or her by the company, on its behalf, or by a third party, or in connection with criminal proceedings in which the office holder was acquitted, or as a result of a conviction for an offense that does not require proof of criminal intent.

Under the Companies Law, a company may not indemnify or exculpate an office holder against any of the following:

- a breach of fiduciary duty, except for indemnification for a breach of the fiduciary duty to the company to the extent that the office holder acted in good faith and had a reasonable basis to believe that the act would not prejudice the company;

- a breach of duty of care committed intentionally or recklessly, excluding a breach arising out of the negligent conduct of the office holder;