NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON FEBRUARY 23, 2021 To the shareholders of PainReform Ltd.: Notice is hereby given that an Extraordinary General Meeting (the "Meeting") of the sharehol

EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON FEBRUARY 23, 2021

To the shareholders of PainReform Ltd.:

Notice is hereby given

that an Extraordinary General Meeting (the "Meeting") of the shareholders of PainReform Ltd. (the "Company")

will be held at the offices of the Company's attorneys, Doron Tikotzky Kantor Gutman Nass & Amit Gross, at 7 Metsada

St., B.S.R Tower 4, Bnei Brak, Israel on February 23, 2021 at 11:00 a.m. (Israel Time),.

to hold the Meeting in person, we are sensitive to the public health and travel concerns our shareholders may have and the protocols

that governments may impose. We reserve the right to convert to a virtual only meeting format should meeting in person become

unsafe as a result of the COVID-19 pandemic. If we convert to a virtual only online meeting, we will announce the decision to

do so in advance and provide instructions for shareholder participation in the virtual meeting in a Form 6-K filed with the Securities

and Exchange Commission and posted on our website www.painreform.com.

The agenda of the Meeting will be as follows:

at the close of business on January 22, 2021 shall be entitled to notice of, and to vote at, the Meeting and any adjournment or

postponement thereof. You are cordially invited to attend the Meeting in person.

to attend the Meeting in person, you are requested to complete, date and sign the enclosed proxy and to return it promptly in

the pre-addressed envelope provided. Shareholders who attend the Meeting may revoke their proxies and vote their shares in

4 Bruria St. Tel Aviv, 6745442

FOR EXTRAORDINARY GENERAL MEETING OF

TO BE HELD ON FEBRUARY 23,

This Proxy Statement

is furnished to our holders of ordinary shares, par value NIS 0.03 per share, in connection with Extraordinary General Meeting

of Shareholders, to be held on February 23, 2021 at 11:00 a.m. Israel time at the offices of the Company's attorneys, Doron

Tikotzky Kantor Gutman Nass & Amit Gross., at 7 Metsada St., B.S.R Tower 4, Bnei Brak, Israel, or at any adjournments thereof.

to hold the Meeting in person, we are sensitive to the public health and travel concerns our shareholders may have and the protocols

that governments may impose. We reserve the right to convert to a virtual only meeting format should meeting in person become

unsafe as a result of the COVID-19 pandemic. If we convert to a virtual only online meeting, we will announce the decision to

do so in advance and provide instructions for shareholder participation in the virtual meeting in a Form 6-K filed with the Securities

and Exchange Commission (the "SEC").

Throughout this Proxy

Statement, we use terms such as "PainReform", "we", "us", "our" and the "Company"

to refer to PainReform Ltd. and terms such as "you" and "your" to refer to our shareholders.

extraordinary meeting will be as follows:

We currently are unaware

of any other matters that may be raised at the Meeting. Should any other matters be properly raised at the Meeting, the persons

designated as proxies shall vote according to their own judgment on those matters.

Board Recommendation

Our Board of Directors

unanimously recommends that you vote "FOR" all items.

the holders of record of ordinary shares ("Ordinary Shares") of the Company as at the close of business on

January 22, 2021, (the "Record Date") shall be entitled to receive notice of and attend the Meeting and any

adjournment thereof. You are also entitled to notice of the Meeting and to vote at the Meeting if you held Ordinary Shares

through a bank, broker or other nominee that is one of our shareholders of record at the close of business on January 22,

2021, or which appeared in the participant listing of a securities depository on that date.

quorum shall be the presence of at least two (2) shareholders who hold at least twenty five percent (25%) of the voting rights

(including through a proxy or voting instrument) within one half hour from the time the meeting was designated to start. If within

half an hour from the time designated for the Meeting a quorum is not present, the Meeting will stand adjourned to the same day

in the following week, at the same time and place. If a quorum is not present at the adjourned meeting within half hour from the

time designated for its start, the meeting shall take place with any number of participants. This notice will serve as notice

of such reconvened meeting if no quorum is present at the original date and time and no further notice of the reconvened meeting

will be given to shareholders.

all matters considered at the Meeting, abstentions and broker non-votes will not be treated as either a vote "for"

or "against" the matter, although they will be counted to determine if a quorum is present. Broker non-votes occur

when brokers that hold their customers' shares in street name sign and submit proxies for such shares and vote such shares

on some matters but not on others. This occurs when brokers have not received any instructions from their customers, in

which case the brokers, as the holders of record, are permitted to vote on "routine" matters, but not on non-routine

or unreturned proxies, including those not returned by banks, brokers, or other record holders, will not be counted for quorum

for Approval of the Proposals

Each Ordinary Share issued

and outstanding as of the close of business on the Record Date is entitled to one vote at the Meeting. As of the close of business

on January 18, 2021, 8,758,016 Ordinary Shares were issued and outstanding.

The affirmative vote

of the holders of a majority of the voting power represented and voting on a proposal in person or by proxy is necessary for the

approval of each of the Proposals being presented at the Meeting.

respect to Proposals 1 through 6, the shareholders' approval must either include at least a majority of the Ordinary Shares

voted by shareholders who are not controlling shareholders nor are they shareholders who have a personal interest in Proposals

1 through 6, or the total Ordinary Shares of non-controlling shareholders and non-interested shareholders voting against this proposal

must not represent more than 2% of the outstanding Ordinary Shares.

a "controlling shareholder" is any shareholder that has the ability to direct our activities (other than by means

of being a director or office holder of the Company), including a person who holds 25% or more of the voting rights in the general

meeting of the Company if there is no other person who holds more than 50% of the voting rights in the company; for the purpose

of a holding, two or more persons holding voting rights in the Company each of which has a personal interest in the approval of

the transaction being brought for approval of the company shall be considered to be joint holders. A person is presumed to be

a controlling shareholder if it holds or controls, by himself or together with others, one half or more of any one of the "means

of control" of a company. "Means of control" is defined under Israeli law as any one of the following: (i) the

right to vote at a general meeting of a company, or (ii) the right to appoint directors of a company or its chief executive officer.

A "personal interest" of a shareholder in an action or transaction of a company includes a personal interest

of any of the shareholder's relatives (i.e. spouse, brother or sister, parent, grandparent, child as well as child, brother,

sister or parent of such shareholder's spouse or the spouse of any of the above) or an interest of a company with respect

to which the shareholder or the shareholder's relative (as defined above) holds 5% or more of such company's issued

shares or voting rights, in which any such person has the right to appoint a director or the chief executive officer or in which

any such person serves as director or the chief executive officer, including the personal interest of a person voting pursuant

to a proxy which the proxy grantor has a personal interest, whether or not the person voting pursuant to such proxy has discretion

with regards to the vote; and excludes an interest arising solely from the ownership of Ordinary Shares of a company.

As of the date of this

proxy statement, we believe that Medica III Investment group, which is indirectly controlled by our Chairman, Ehud Geller, holds

an approximate 37.6% beneficial ownership interest in our outstanding Ordinary Shares and should therefore be deemed a controlling

shareholder under the Israeli Companies Law, 1999 (the "Companies Law"), for purposes of the vote on Proposals 1 through

6 at the Meeting. Consequently, its votes will not be counted towards or against the special majority required for the approval

state whether you are a controlling shareholder or have a personal interest, your shares will not be voted for

Proposals 1 through 6. There will be a place on the proxy card to indicate such.

Holders of Ordinary Shares

Shares that are properly voted, for which proxy cards are properly executed and returned within the deadline set forth below,

will be voted at the Meeting in accordance with the directions given. If no specific instructions are given in such proxy cards,

the proxy holder will vote in favor of the item(s) set forth in the proxy card. The proxy holder will also vote in the discretion

of such proxy holder on any other matters that may properly come before the Meeting, or at any adjournment thereof. Where any

holder of Ordinary Shares affirmatively abstains from voting on any particular resolution, the votes attaching to such Ordinary

Shares will not be included or counted in the determination of the number of Ordinary Shares present and voting for the purposes

of determining whether such resolution has been passed (but they will be counted for the purposes of determining the quorum, as