polypid Ltd. Notice of ANNUAL and EXTRAORDINARY General Meeting of shareholders to be held on

ANNUAL and EXTRAORDINARY General Meeting of shareholders

Notice is hereby given that an Annual and Extraordinary

General Meeting of Shareholders (the "Meeting") of PolyPid Ltd. ("PolyPid" or the "Company")

will be held on May 3, 2022 at 11:00 a.m. Israel time at the Company's office, located at 18 Hasivim Street, Petach Tikva 495376,

Israel, for the following purposes:

Our board of directors (the "Board of Directors")

recommends that you vote in favor of the proposed resolutions, which are described in the attached proxy statement.

Shareholders of record at the close of business on

April 4, 2022 (the "Record Date"), are entitled to notice of and to vote at the Meeting, either in person or by appointing

a proxy to vote in their stead at the Meeting (as detailed below).

Shareholders may revoke their proxies or voting instruction

form (as applicable) in accordance with Section 9 of the Israeli Companies Law, 5759-1999 regulations (proxy and positions statements).

A form of proxy for use at the Meeting, as attached

to the proxy statement, together with a return envelope, will be sent to holders of the Company's ordinary shares, no par value

(the "Ordinary Shares"). By appointing "proxies," shareholders may vote at the Meeting whether or not they

attend. If a properly executed proxy in the attached form is received by the Company at least 4 hours prior to the Meeting, all of the

Ordinary Shares represented by the proxy shall be voted as indicated on the form. Subject to applicable law and the rules of the Nasdaq

Stock Market, in the absence of instructions, the Ordinary Shares represented by properly executed and received proxies will be voted

"FOR" all of the proposed resolutions to be presented at the Meeting for which the Board of Directors recommends a "FOR".

Shareholders may revoke their proxies or voting instruction form (as applicable) at any time before the deadline for receipt of proxies

or voting instruction form (as applicable) by filing with the Company (in the case of holders of Ordinary Shares) a written notice of

revocation or duly executed proxy or voting instruction form (as applicable) bearing a later date.

If your shares are registered directly in your name

with our transfer agent, American Stock Transfer & Trust Company, LLC, you are considered, with respect to those shares, the shareholder

of record. In such case, these proxy materials are being sent directly to you. As the shareholder of record, you have the right to use

the proxy card included with this proxy statement to grant your voting proxy directly to Mr. Tal Vilnai, Secretary and General Counsel

of the Company and Orna Blum, Assistant Secretary and Legal Counsel of the Company, or to vote in person at the Meeting.

If your shares are held through a bank, broker or

other nominee, they are considered to be held in "street name" and you are the beneficial owner with respect to those shares.

A beneficial owner as of the Record Date has the right to direct the bank, broker or nominee how to vote shares held by such beneficial

owner at the Meeting, and must also provide the Company with a copy of their identity card, passport or certification of incorporation,

as the case may be. If your shares were held in "street name," as of the Record Date, these proxy materials are being forwarded

to you by your bank, broker or nominee who is considered, with respect to those shares, as the shareholder of record, together with a

voting instruction card for you to use in directing the bank, broker or nominee how to vote your shares. You also may attend the Meeting.

Because a beneficial owner is not a shareholder of record, you may not vote those shares directly at the Meeting unless you obtain a "legal

proxy" from the bank, broker or other nominee that holds your shares directly, giving you the right to vote the shares at the Meeting.

Brokers who hold shares in "street name" for clients typically have authority to vote on "routine" proposals even

when they have not received instructions from beneficial owners. Proposal No. 1 on the agenda of the Meeting is considered routine. Absent

specific instructions from the beneficial owner of the shares, brokers are not allowed to exercise their voting discretion, among other

things, with respect to the election of directors or any matter that relates to executive compensation; and therefore, a "broker

non-vote" occurs with respect to such uninstructed shares. Therefore, it is important for a shareholder that holds Ordinary Shares

through a bank or broker to instruct its bank or broker how to vote its shares, if the shareholder wants its shares to count for all proposals.

ANNUAL AND EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON MAY 3, 2022

The enclosed proxy is being solicited by the board

of directors (the "Board of Directors") of PolyPid Ltd. (the "Company") for use at the Company's

annual and extraordinary general meeting of shareholders (the "Meeting") to be held on May 3, 2022, at 11:00 a.m. Israel

time, or at any adjournment or postponement thereof.

Upon the receipt of a properly executed proxy in the

form enclosed, the persons named as proxies therein will vote the ordinary shares, no par value, of the Company (the "Ordinary

Shares") covered thereby in accordance with the directions of the shareholders executing the proxy. In the absence of such directions,

and except as otherwise mentioned in this proxy statement, the Ordinary Shares represented thereby will be voted in favor of each of the

proposals described in this proxy statement.

Two or more shareholders present, personally or by

proxy, holding in the aggregate not less than one-third (1/3) of the Company's outstanding Ordinary Shares, shall constitute a quorum

for the Meeting. If within half an hour from the time the Meeting is convened a quorum is not present, the Meeting shall stand adjourned

until May 10, 2022, at 11:00 a.m. Israel time (the "Adjourned Meeting"). At the Adjourned Meeting, if a quorum is not

present within half an hour from the time appointed for such meeting, any number of shareholders present personally or by proxy shall

be deemed a quorum, and shall be entitled to deliberate and to resolve in respect of the matters for which the Meeting was convened. Abstentions

and broker non-votes are counted as Ordinary Shares present for the purpose of determining a quorum.

Pursuant to the Israeli Companies Law, 5799-1999 (the

"Companies Law"), Proposals No. 1, 2 and 5 described hereinafter each require the affirmative vote of shareholders

present at the Meeting, in person or by proxy, and holding Ordinary Shares of the Company amounting in the aggregate to at least a majority

of the votes actually cast by shareholders with respect to such proposals (a "Simple Majority"). The vote for re-electing

each of the directors as set forth in Proposal No. 2 shall be made separately.

Proposals No. 3 and 4 are subject to the fulfillment

of the voting requirement above and also one of the following additional voting requirements: (i) the majority of the shares that are

voted at the Meeting in favor of such Proposal, excluding abstentions, includes a majority of the votes of shareholders who are not controlling

shareholders and do not have a personal interest in the Proposal; or (ii) the total number of shares of the shareholders mentioned in

clause (i) above that are voted against such Proposal does not exceed two percent (2%) of the total voting rights in the Company (the

"Special Majority").

For this purpose, "Personal Interest"

is defined under the Companies Law as: (1) a shareholder's personal interest in the approval of an act or a transaction of the Company,

including (i) the personal interest of any of his or her relatives (which includes for these purposes foregoing shareholder's spouse,

siblings, parents, grandparents, descendants, and spouse's descendants, siblings, and parents, and the spouse of any of the foregoing);

(ii) a personal interest of a corporation in which a shareholder or any of his/her aforementioned relatives serve as a director or the

chief executive officer, owns at least 5% of its issued share capital or its voting rights or has the right to appoint a director or chief

executive officer; and (iii) a personal interest of an individual voting via a power of attorney given by a third party (even if the empowering

shareholder has no personal interest), and the vote of an attorney-in-fact shall be considered a personal interest vote if the empowering

shareholder has a personal interest, and all with no regard as to whether the attorney-in-fact has voting discretion or not, but (2) excludes

a personal interest arising solely from the fact of holding shares in the Company.

For this purpose, a "controlling shareholder"

is any shareholder that has the ability to direct the Company's activities (other than by means of being a director or office holder

of the Company). A person is presumed to be a controlling shareholder if he or she holds or controls, by himself or together with others,

one half or more of any one of the "means of control" of a company; in the context of a transaction with an interested party,

a shareholder who holds 25% or more of the voting rights in the company if no other shareholder holds more than 50% of the voting rights

in the company, is also presumed to be a controlling shareholder. "Means of control" is defined as any one of the following:

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

Proposal 6 will not involve a vote by the shareholders

and accordingly there is no proposed resolution.

Shareholders wishing to express their position on

an agenda item for this Meeting may do so by submitting a written statement (a "Position Statement") to the Company's

offices at 18 Hasivim Street, Petach Tikva 495376, Israel. Any Position Statement received will be furnished to the U.S. Securities and

Exchange Commission ("SEC") on a Report on Form 6-K, and will be made available to the public on the SEC's website

at www.sec.gov. Position Statements should be submitted to the Company no later than April 23, 2022. A shareholder is entitled to contact

the Company directly and receive the text of the proxy card and any Position Statement. The Board of Directors' response to the

Position Statement will be submitted no later than April 28, 2022.

One shareholder or more holding Ordinary Shares which

reflect 5% or more of the Company's share capital and voting rights (973,482 shares) is entitled to examine the proxy and voting