CELLECT BIOTECHNOLOGY LTD. NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS Notice is hereby given that an Annual General Meeting (the "Annual Meeting") of Shareholders of Cellect Biotechnology Ltd. (the "Company") will

CELLECT BIOTECHNOLOGY

GENERAL MEETING OF SHAREHOLDERS

Notice is hereby given

that an Annual General Meeting (the "Annual Meeting") of Shareholders of Cellect Biotechnology Ltd. (the "Company")

will be held at the offices of the Company's attorney - Doron, Tikotzky, Kantor, Gutman Nass, Amit Gross and Co.,

at B.S.R 4 Tower, 33 Floor, 7 Metsada Street, Bnei Brak, on November 1, 2020 at 2:00 p.m. Israel Standard Time or at any postponement

or adjournment thereof.

is being called for the following purposes:

Board of Directors recommends that you vote in favor of the proposals, which are described in the attached Proxy Statement.

and American Depositary Share (the "ADSs") holders of record at the close of business on September 27, 2020 (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. Shareholders and ADS holders are asked to vote on proposals 1 through 5 (inclusive).

registered in the Company's shareholders' register in Israel, and shareholders who hold ordinary shares through members

of the Tel Aviv Stock Exchange, may also vote through the attached proxy by completing, dating, signing and mailing the proxy

to the Company's offices, so that is received by the Company no later than four hours prior to the scheduled date of the

Annual Meeting. Shareholders registered in the Company's shareholders register in Israel, and shareholders who hold ordinary

shares through members of the Tel Aviv Stock Exchange who vote their ordinary shares by proxy, must also provide the Company with

a copy of their identity card, passport or certification of incorporation, as the case may be. Shareholders who hold shares through

members of the Tel Aviv Stock Exchange and intend to vote their ordinary shares either in person or by proxy must deliver the

Company, no later than four hours prior to the scheduled date of the Annual Meeting, an ownership certificate confirming their

ownership of the Company's ordinary shares on the Record Date, which certificate must be approved by a recognized financial

institution, as required by the Israeli Companies Regulations (Proof of Ownership of Shares for Voting at General Meeting) 4760

holders should return their proxies by the date set forth on their voting instruction card.

the extent you would like to submit a position statement with respect to any of proposals described in the Proxy Statement pursuant

to the Israeli Companies law, 1999, you may do so by delivery of appropriate notice to Company's offices (Attention: Chief

Financial Officer) located at 23 Hata'as Street Kfar Saba, Israel 44425, Israel, not later than ten days before the extraordinary

meeting date (i.e., October 22, 2020).

you are a beneficial owner of ordinary shares registered in the name of a member of the Tel Aviv Stock Exchange and you wish to

vote, either by appointing a proxy, or in person by attending the Annual Meeting you must deliver to us a proof of ownership in

accordance with the Israeli Companies Law of 1999 and the Israeli Companies Regulations (Proof of Ownership of Shares for Voting

at General Meetings), 4760 - 2000. Detailed voting instructions are provided in the Proxy Statement.

CELLECT BIOTECHNOLOGY

MEETING OF SHAREHOLDERS

Proxy Statement is furnished to our holders of ordinary shares, without par value, and holders of our ordinary shares that are

represented by American Depository Shares ("ADSs") for the Annual General Meeting (the "Annual Meeting")

of Shareholders of Cellect Biotechnology Ltd. to be held on November 1, 2020 at the offices of the Company's legal counsel,

Doron, Tikotzky, Kantor, Gutman, Nass, Amit Gross and Co., at B.S.R. 4 Tower, 33 Floor, 7 Metsada Street, Bnei Brak, Israel or

at any adjournments thereof. The Annual Meeting shall be held at 2:00 p.m., Israel Standard Time, on such day or at any adjournments

this Proxy Statement, we use terms such as "Cellect", "we", "us", "our" and the

"Company" to refer to Cellect Biotechnology Ltd. and terms such as "you" and "your" to refer

to our shareholders and ADS holders.

agenda of the Annual Meeting will be as follows:

To re-elect Dr. Shai

Yarkoni, Abraham Nahmias and David Braun to serve as directors until the next Annual Meeting of the Company and the compensation

of the director nominee David Braun in accordance with the Israeli Companies Law. The vote shall be made separately for each

of options to purchase 97,736 ADSs representing 9,773,600 ordinary shares of the Company to Dr. Shai Yarkoni, the Company's

Chief Executive Officer;

of options to purchase 19,544 ADSs representing 1,954,400 ordinary shares of the Company to Abraham Nahmias, the Company's

Chairman of the Board of Directors;

of options to purchase 9,772 ADSs representing 977,200 ordinary shares of the Company to David Braun, a director of the Company;

To re-appoint Brightman,

Almagor Zohar & Co., A Firm in the Deloitte Global Network, as the Company's independent registered public accounting firm

until the next Annual Meeting of the Company and to authorize the Company's Board of Directors to determine its compensation for

the fiscal year ending December 31, 2020; and

To present the financial

statements of the Company for the fiscal year ended December 31, 2019.

currently are unaware of any other matters that may be raised at the Annual Meeting. Should any other matters be properly raised

at the Annual Meeting, the persons designated as proxies shall vote according to their own judgment on those matters.

Board of Directors unanimously recommends that you vote "FOR" Proposals No. 1 through 5 (inclusive).

shareholders and ADS holders of record at the close of business on September 27, 2020 (the "Record Date"), are entitled

to notice of and to vote at the Annual Meeting and any adjournment or postponement.

can vote your ordinary shares by attending the Annual Meeting. If you do not plan to attend the Annual Meeting, the method of

voting will differ for shares held as a record holder, shares held in "street name" (through a Tel Aviv Stock Exchange,

or TASE, member) and shares underlying ADSs that you hold. Record holders of shares will receive proxy cards. Holders of shares

in "street name" through a TASE member will also vote via a proxy card, but through a different procedure (as described

below). Holders of ADSs (whether registered in their name or in "street name") will receive voting instruction cards

in order to instruct their banks, brokers or other nominees on how to vote.

you are a shareholder holder of record, you can submit your vote by completing, signing and submitting an applicable proxy card,

which has been published at www.sec.gov.

follow the instructions on the applicable proxy card.

Holding in "Street Name," Through the TASE

you hold ordinary shares in "street name," that is, through a bank, broker or other nominee that is admitted as a

member of the TASE, your shares will only be voted if you provide the attached proxy by completing, dating, signing and mailing

the proxy to the Company's offices, so that it is received by the Company no later than four hours prior to the scheduled

date of the Annual Meeting, or if you attend the Annual Meeting in person.

voting by mail, you must sign and date an applicable proxy card in the form filed by us on www.sec.gov, so that it is received

by the Company no later than four hours prior to the scheduled date of the Annual Meeting, and attach to it a certificate signed

by the TASE Clearing House member through which the shares are held, which complies with the Israel Companies Regulations (Proof

of Ownership for Voting in General Meetings)-2000 as proof of ownership of the shares, as applicable, on the record date, and

return the applicable proxy card, along with the proof of ownership certificate, to us, as described in the instructions available

you choose to attend the Annual Meeting (where ballots will be provided), you must bring the proof of ownership certificate from

the TASE's Clearing House member through which the shares are held, indicating that you were the beneficial owner of the

shares, as applicable, on the record date.

the terms of the Deposit Agreement between the Company, The Bank of New York Mellon, as depositary ("BNY Mellon"),

and the holders of our 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 BNY Mellon from any holder of ADSs (whether held directly by a beneficial holder or in "street name") with respect

to any of the shares represented by the ADSs on or before the date established by BNY Mellon for such purpose, BNY Mellon shall

not vote or attempt to vote the shares represented by such ADSs.

Record Holders or Accounts

may receive more than one set of voting materials, including multiple copies of this document and multiple proxy cards or voting

instruction cards. For example, shareholders who hold ADSs in more than one brokerage account will receive a separate voting instruction

card for each brokerage account in which ADSs are held. Shareholders of record whose shares are registered in more than one name

will receive more than one proxy card. You should complete, sign, date and return each proxy card and voting instruction card

Board of Directors urges you to vote your shares so that they will be counted at the Meeting or at any postponements or adjournments

appointing "proxies", shareholders and ADS holders may vote at the Meeting whether or not they attend. If a properly