CELLECT BIOTECHNOLOGY LTD. NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS Notice is hereby given that an Extraordinary General Meeting of Shareholders and American Depositary Share (" ADS ") holders of Cellect B

CELLECT BIOTECHNOLOGY

NOTICE OF EXTRAORDINARY

GENERAL MEETING OF SHAREHOLDERS

Notice is hereby given

that an Extraordinary General Meeting of Shareholders and American Depositary Share ("ADS") holders of Cellect

Biotechnology Ltd. (the "Company") will be held at the offices of the Company's legal counsel, Doron, Tikotzky,

Kantor, Gutman, Cederboum & Co., at B.S.R 4 Tower, 33 Floor, 7 Metsada Street, Bnei Brak, Israel, on July 31, 2017 at 11:00

meeting is being called for the following purposes:

To approve the targets for the 2017 annual bonus grant to Dr. Shai Yarkoni, a controlling shareholder and the Company's CEO

and director, and the 2017 annual bonus grant if those targets are met.

To approve the targets for the 2017 annual bonus grant to Kasbian Nuriel Chirich, a controlling shareholder and the Chairman of

the Board of Directors of the Company, and the 2017 annual bonus grant if those targets are met.

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

shareholders and ADS holders of record at the close of business on June 30, 2017 (the "Record Date"), are entitled

to notice of and to vote at the extraordinary meeting and any adjournment or postponement thereof either in person or by appointing

a proxy to vote in their stead at the extraordinary meeting.

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 no later than 48 hours prior to the scheduled date of the extraordinary 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 4 hours prior to the scheduled date

of the extraordinary 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 - 2000, as amended. Alternatively, shareholders who hold

ordinary shares through members of the Tel Aviv Stock Exchange may vote electronically via the electronic voting system of the

Israel Securities Authority up to six hours before the time fixed for the extraordinary meeting. You should receive instructions

about electronic voting from the Tel Aviv Stock Exchange member through which you hold your ordinary shares.

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., July 21, 2017).

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 extraordinary 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

GENERAL 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") to be held on July 31, 2017 at the offices of the Company's

legal counsel, Doron, Tikotzky, Kantor, Gutman, Cederboum & Co., at B.S.R 4 Tower, 33 Floor, 7 Metsada Street, Bnei Brak, Israel

or at any adjournments thereof. The extraordinary meeting of Shareholders shall be held at 11.00 A.M., Israel time, on such day

or at any adjournments thereof.

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 extraordinary meeting will be to (i) approve the targets for the 2017 annual bonus grants to Dr. Shai Yarkoni, a

controlling shareholder and the Company's CEO and director, and the 2017 annual bonus grant if those targets are met, and

(ii) approve the targets for the 2017 bonus grants to Kasbian Nuriel Chirich, a controlling shareholder and the Chairman of the

Board of Directors of the Company, and the 2017 annual bonus grant if those targets are met.

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

raised at the extraordinary 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" the two proposals.

shareholders and ADS holders of record at the close of business on June 30, 2017 (the "Record Date"), are entitled

to notice of and to vote at the extraordinary meeting and any adjournment or postponement.

can vote your ordinary shares by attending the extraordinary meeting. If you do not plan to attend the extraordinary 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.magna.isa.gov.il and www.maya.tase.co.il.

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 instructions to the bank, broker or other nominee as to how to vote,

or if you attend the extraordinary meeting in person.

voting by mail, you must sign and date an applicable proxy card in the form filed by us on MAGNA no later than 48 hours prior to

the scheduled date of the extraordinary 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 on MAGNA.

you choose to attend the extraordinary 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, or 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 you

board of directors urges you to vote your shares so that they will be counted at the extraordinary meeting or at any postponements

or adjournments of the extraordinary meeting.

appointing "proxies", shareholders and ADS holders may vote at the extraordinary meeting whether or not they attend. If

a properly executed proxy in the attached form is received by us at least 48 hours prior to the extraordinary meeting (and received

by BNY Mellon no later than the date indicated on the voting instruction card, in the case of ADS holders), all of the shares

represented by the proxy shall be voted as indicated on the form or, if no preference is noted, shall be voted in favor of the

matter described above, and in such manner as the holder of the proxy may determine with respect to any other business as may