GENERAL MEETING OF SHAREHOLDERS AND SERIES-1 STOCK OPTIONS

CELLECT BIOTECHNOLOGY

NOTICE OF EXTRAORDINARY

GENERAL MEETING OF SHAREHOLDERS AND SERIES-1 STOCK OPTIONS

Notice is hereby given

that an Extraordinary General Meeting (the "Extraordinary General Meeting") of Shareholders and holders of Series-1

Stock Options (the "Warrants") of Cellect Biotechnology Ltd. (the "Company") will be held

at the offices of the Company's attorney - Doron, Tikotzky, Kantor, Gutman, Cederboum & Co., at B.S.R 4 Tower, 33 Floor,

7 Metsada Street, Bnei Brak, on May 9, 2017, (i) with Shareholders meeting to be held at 12:00 (noon) Israel time, and (ii) Warrant

holders meeting to be held at 12:30 Israel time.

The Extraordinary General

Meeting 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 ("ADS") holders of record at the close of business on April 9, 2017 (the "Shareholders

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 Extraordinary General Meeting (as detailed below). Shareholders and ADS holders are asked to vote

on Proposals 1, 2 and 3.

holders of record at the close of business on April 27, 2017 (the "Warrant holders 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 Extraordinary General

Meeting (as detailed below). Warrant holders are asked to vote on Proposals 1 and 2.

form of proxy for use at the Extraordinary General Meeting is attached to this Proxy Statement and has been sent to the

Company's shareholders and ADS holders together with a return envelope for the proxy. By appointing "proxies",

shareholders and ADS holders may vote at the Extraordinary General Meeting whether or not they attend. If a properly executed proxy

in the enclosed form is received by the Company at least 4 hours prior to the Extraordinary General Meeting, all of the

Ordinary Shares represented by the proxy shall be voted as indicated on the form. Shareholders and ADS holders should return their

proxies by the date set forth on the form of proxy. 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 Extraordinary General Meeting for which the Board of Directors recommends

a "FOR" vote. Shareholders and ADS holders may revoke their proxies at any time before the deadline for receipt of

proxies by filing with the Company (in the case of holders of Ordinary Shares) or with the Bank of New York Mellon (in the case

of holders of ADSs) a written notice of revocation or duly executed proxy bearing a later date.

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 General 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 48 hours prior to

the scheduled date of the Extraordinary General Meeting, an ownership certificate confirming their ownership of the Company's

Ordinary Shares on the Shareholders 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 General Meeting.

You should receive instructions about electronic voting from the Tel Aviv Stock Exchange member through which you hold your Ordinary

holders who hold Warrants through members of the Tel Aviv Stock Exchange may 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

General Meeting. Warrant holders who vote their Warrants by proxy must also provide the Company with a copy of their identity

card, passport or certification of incorporation, as the case may be. Warrant holders 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

48 hours prior to the scheduled date of the Extraordinary General Meeting, an ownership certificate confirming their ownership

of the Company's Warrants on the Warrant holders Record Date, which certificate must be approved by a recognized financial

institution. Alternatively, Warrant holders may vote electronically via the electronic

voting system of the Israel Securities Authority up to six hours before the time fixed for the Extraordinary General Meeting.

You should receive instructions about electronic voting from the Tel Aviv Stock Exchange member through which you hold your Warrants.

holders should return their proxies by the date set forth on their form of proxy.

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 Meeting date (i.e.,

you are a beneficial owner of Ordinary Shares or warrants 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 General Meeting you must deliver to

us a proof of ownership in accordance with the Israeli Companies Law 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.

Kasbian Nuriel Chirich

Chairman of the Board

CELLECT BIOTECHNOLOGY

EXTRAORDINARY GENERAL

MEETING OF SHAREHOLDERS AND SERIES-1 STOCK OPTIONS HOLDERS

enclosed proxy is being solicited by the board of directors (the "Board of Directors") of Cellect Biotechnology

Ltd. (the "Company") for use at the Company's Extraordinary General Meeting of Shareholders and holders

of the Company's Series -1 Stock Options (the "Extraordinary Meeting") to be held on May 9, 2017, (i)

with Shareholders meeting to be held at 12:00 (noon) Israel time, and (ii) Warrant holders meeting to be held at 12:30 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"),

the Ordinary Shares associated with each ADS and the holders of the Company's Series-1 Stock Options (the "Warrant")

covered thereby in accordance with the directions of the shareholders, ADS holders or Warrant holders executing the proxy. In the

absence of such directions, and except as otherwise mentioned in this proxy statement, the Ordinary Shares, ADS and Warrants represented

thereby will be voted in favor of each of the proposals, as applicable, described in this proxy statement.

or more shareholders present, personally or by proxy, holding not less than thirty three percent (33%) of the Company's outstanding

Ordinary Shares, including the ADSs, shall constitute a quorum for the Extraordinary Meeting. Two or more Warrant holders present,

personally or by proxy, holding not less than thirty three percent (33%) of the Company's Warrants shall constitute a quorum

for the Extraordinary Meeting. If within half an hour from the time the Extraordinary Meeting is convened a quorum is not

present, the Extraordinary Meeting shall stand adjourned until May 16 2017, at the same time as the Extraordinary Meeting (Israel

time). If a quorum is not present at the adjourned Extraordinary Meeting within half an hour from the time appointed for such adjourned

Extraordinary 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 Extraordinary Meeting was convened. Abstentions and broker

non-votes are counted as Ordinary Shares present for the purpose of determining a quorum. Broker non-votes, as defined below, are

counted in determining if a Quorum is present.

Broker non-votes occur

when a beneficial owner of shares held in "street name" does not give instructions to the broker or nominee holding

the shares as to how to vote on matters deemed "non-routine." Generally, if shares are held in street name, the beneficial

owner of the shares is entitled to give voting instructions to the broker or nominee holding the shares. If the beneficial owner

does not provide voting instructions, the broker or nominee can still vote the shares with respect to matters that are considered

to be "routine," but not with respect to "non-routine" matters. In the event that a broker,

bank, or other agent indicates on a proxy that it does not have discretionary authority to vote certain shares on a non-routine

proposal, then those shares will be treated as broker non-votes. Because Proposals 1, 2 and 3 in this Proxy Statement

are non-routine proposals, your broker, bank or other agent will not be entitled to vote on these proposals without your instructions.

to Section 350 of the Israeli Companies Law, 5799-1999 (the "Israeli Companies Law"), Proposals

1 and 2 described hereinafter require the affirmative vote of at least a three fourths majority of the votes of shareholders

and ADS holders present and voting on the matter for shareholders to approve Proposal 1 and Proposal 2 (separately), provided that

such a majority does not include (i) shareholders that the value of their Warrants is more than 70% of the value of their shares

in the Company, or (ii) their Warrants holding percentage (out of the entire Warrants) is more than 70% of their shareholding percentage