PHARMACEUTICALS HOLDINGS LIMITED

PHARMACEUTICALS HOLDINGS LIMITED

of 2017 Special General Meeting of Shareholders

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, 132 Menachem Begin Road, Tel Aviv, Israel (the "Company

Offices") on Wednesday, July 12, 2017, at 4:30 p.m. local Israeli time, for the following purposes:

shareholders of record at the close of business in New York on Tuesday, June 6, 2017 will be entitled to vote at the Meeting.

Two shareholders who are present at the 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.

under 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 full Proxy Statement (including the

Voting Slip) as well as the BNY Mellon Voting Instruction Form for holders of our ADSs (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.

set of Proxy Materials are expected to be furnished by us to the Securities and Exchange Commission ("SEC")

on Form 6-K on or before June 9, 2017, 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 the Tel Aviv Stock Exchange ("TASE"),

and available on their respective websites: www.magna.isa.gov.il and www.maya.tase.co.il. This Notice of Special

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 Special 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, June 8, 2017, 11:30 p.m. Israel time, at the Company Offices,

Attn: Mr. Avraham Ben-Tzvi, 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, (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.

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: Mr. Avraham Ben-Tzvi, 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 and http://maya.tase.co.il.

Position Statements should be submitted to the Company at the Company Offices by no later than Sunday, July 2, 2017 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 established for such by the depositary for our ADSs (BNY Mellon) 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.

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 Wednesday, July 12, 2017, 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 Wednesday, July 12, 2017, 10:30 a.m. Israel Time.