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EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
This Proxy Statement
is being furnished to the holders of ordinary shares, no par value, and to holders of American Depository Shares ("ADSs"),
each representing one ordinary share 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 Kitov Pharma Ltd. ("Kitov", or the "Company")
to be voted at an Extraordinary General Meeting of Shareholders (the "Meeting") and at any adjournment thereof,
pursuant to the accompanying Notice of Extraordinary General Meeting of Shareholders. The Meeting will be held on Thursday, August
6, 2020, at 4:30 p.m. Israel time at our executive offices at One Azrieli Center, Round Tower, 19th Floor, Tel Aviv,
Israel (the "Company Offices").
Purpose of the Meeting
At the Meeting, shareholders
will be asked to consider and vote upon the following:
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, July 6, 2020 (the "Record Date") are entitled
to receive notice of, and vote at, the Meeting and any adjournments or postponements thereof. At such time, each issued and outstanding
ordinary share, no par value each, shall entitle its holder to one vote on each matter properly submitted at the Meeting. Each
ADS representing one such ordinary share shall entitle the holder of the ADS to one vote on each matter properly submitted at the
Meeting. As of June 25, 2020, we had 157,252,962 ordinary shares outstanding eligible to vote at the Meeting (excluding one dormant
ordinary share held in treasury).
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 who 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 that he or she is not so interested, provided that such notice was provided 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 Thursday, August 6, 2020, 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 Thursday, August
6, 2020, 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 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.
Change or Revocation of Vote
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 Chief Financial
Officer 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.
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, August 13, 2020 at 4:30 p.m. (Israel time) at the Company Offices (each such adjourned
meeting is referred to as an "Adjourned Meeting"). In the event that 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.
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
at the Meeting as Valid Meeting Participants, is required to adopt each of the proposals to be presented at the Meeting.
In addition, the approval
of each of Proposal 3 and Proposal 4.a. 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").
any shareholder that would be deemed to be a controlling shareholder of our company as of the current time for purposes of Proposal
3 and Proposal 4.a. 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 3 and Proposal 4.a. 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 3 and Proposal 4.a., you should
contact Gil Efron, our Deputy Chief Executive Officer and Chief Financial Officer, at telephone: +972-3-9333121; email: ir@kitovpharma.com;
or fax: +972-153-39311321.
Law, each shareholder or ADS holder (as applicable) voting on each of Proposal 3 and Proposal 4.a. 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 3 and Proposal 4.a. 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.