CELLECT BIOTECHNOLOGY LTD. NOTICE OF SPECIAL GENERAL MEETING OF SHAREHOLDERS Notice is hereby given that a Special General Meeting (the "Special Meeting") of Shareholders of Cellect Biotechnology Ltd. (the "Company") wil

OF SPECIAL GENERAL MEETING OF SHAREHOLDERS

Notice is hereby given

that a Special General Meeting (the "Special Meeting") of Shareholders of Cellect Biotechnology Ltd. (the "Company")

will be held at the offices of the Company's legal counsel - Doron, Tikotzky, Kantor, Gutman, Nass & Amit Gross,

at B.S.R 4 Tower, 33rd Floor, 7 Metsada Street, Bnei Brak, on May 27, 2020 at 11:00 a.m. Israel time or at any postponement or

adjournment thereof.

The Special Meeting is

being called to (i) approve a revision of the Company's Compensation Policy, as described herein, and (ii) to approve the

term of compensation of Mr. Abraham Nahmias for his role as the Company's active Chairman, as described herein.

Board of Directors recommends that you vote in favor of each proposal described in the attached Proxy Statement.

Shareholders and American

Depositary Share (the "ADSs") holders of record at the close of business on April 29, 2020 (the "Record Date"),

are entitled to notice of and to vote at the Special Meeting either in person or by appointing a proxy to vote in their stead at

the Special Meeting. Shareholders and ADS holders are asked to vote on Proposal No. 1 and Proposal No. 2.

Shareholders registered

in the Company's shareholders register in Israel, and shareholders who hold ordinary shares in street name through a bank,

broker or other nominee, may also vote by attending the Special Meeting or through the attached proxy card by completing, dating,

signing and mailing the proxy card to the Company's offices, so that is received by the Company no later than four hours

prior to the scheduled date of the Special Meeting. Shareholders registered in the Company's shareholders' register

in Israel, and shareholders who hold ordinary shares in street name 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 or meet any other

identification requirement in accordance with applicable law.

return their proxies by the date set forth on their voting instruction card. Shareholders registered in the Company's shareholders

registry must return their proxies to the Company's offices no later than four hours prior to the scheduled date of the Special

To 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 (10) days before the Special Meeting date (i.e.,

Shareholders may present

proposals for consideration at the Special Meeting by submitting their proposals to the Company's offices (Attention: Chief

Financial Officer) located at 23 Hata'as Street Kfar Saba, Israel 44425, Israel, by no later than April 29, 2020.

details provided in the Company's Proxy Statement for the Special Meeting, published on April 22, 2020 (the "Proxy

Statement") are hereby incorporated by reference into this notice. Therefore, this notice should be read in conjunction with

the information provided in the Proxy Statement.

CELLECT BIOTECHNOLOGY LTD.

GENERAL MEETING OF SHAREHOLDERS

This 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 Special General Meeting (the "Special Meeting") of Shareholders of Cellect

Biotechnology Ltd. to be held on May 27, 2020 at the offices of the Company's legal counsel, Doron, Tikotzky, Kantor, Gutman,

Nass & Amit Gross., at B.S.R. 4 Tower, 33rd Floor, 7 Metsada Street, Bnei Brak, Israel or at any adjournments thereof. The

Special Meeting will be held at 11:00 a.m., Israel time, on such day or at any adjournments thereof.

Throughout 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

of the Special Meeting will be as follows:

To approve a revision

of the Company's Compensation Policy, as described herein,

To approve the term of

compensation of Mr. Abraham Nahmias for his role as the Company's active Chairman, as described herein.

We currently are unaware

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

the persons designated as proxies will vote according to their own judgment on those matters.

of Directors unanimously recommends that you vote "FOR" Proposal No. 1 and "FOR" Proposal No. 2.

Only shareholders and

ADS holders of record at the close of business on April 29, 2020 (the "Record Date"), are entitled to notice of and

to vote at the Special Meeting and any adjournment or postponement thereof.

You can vote your ordinary

shares by attending the Special Meeting. If you do not plan to attend the Special Meeting, the method of voting will differ for

shares held as a record holder, shares held in "street name" through a broker, bank or nominee, and shares underlying

ADSs that you hold. Record holders of shares will receive proxy cards. Holders of shares in "street name" 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

Shareholders Holders of Record

If you are a shareholder

holder of record, you can submit your vote by completing, signing and submitting a proxy card, which is attached hereto. Shareholders

must complete, date, sign and mail the proxy card to the Company's offices, so that is received by the Company no later than

four hours prior to the scheduled date of the Special Meeting. Shareholders registered in the Company's shareholders'

register in Israel, must also provide the Company with a copy of their identity card, passport or certification of incorporation,

as the case may be or meet any other identification requirement in accordance with applicable law.

Shareholders Holding in

If you hold ordinary

shares in "street name," that is, through a bank, broker or other nominee, your shares will only be voted if you provide

the attached proxy card by completing (including answering the personal interest question under each of Proposal 1 and Proposal

2), dating, signing and mailing the proxy card 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 Special Meeting, or if you attend the Special Meeting in person. You must also attach

to your proxy card a certificate signed by the bank, broker or nominee 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 on the

If you choose to attend

the Special Meeting (where ballots will be provided), you must bring the proof of ownership certificate from the bank, broker or

nominee through which the shares are held, indicating that you were the beneficial owner of the shares on the record date.

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

of our ADSs, BNY Mellon will endeavor (insofar as is practicable) to vote or cause to be voted the number of ordinary 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 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, or if the personal interest question is not answered,

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

Multiple Record Holders

You 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 receive.

Our Board of Directors

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

By appointing "proxies",