GENERAL MEETING OF SHAREHOLDERS

CELLECT BIOTECHNOLOGY

GENERAL MEETING OF SHAREHOLDERS

Notice is hereby given

that an Annual General Meeting (the "Meeting") of Shareholders 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 April 30, 2017 at 11:00 A.M. Israel time.

The 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 March 30, 2017 (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 2 through 6 (inclusive).

form of proxy for use at the 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 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 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", for all of the proposed resolutions to be presented at the 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 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 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 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 form of proxy.

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., April

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 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.

Kasbian Nuriel Chirich

CELLECT BIOTECHNOLOGY

MEETING OF SHAREHOLDERS

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 Annual General Meeting of Shareholders of the Company (the

"Meeting") to be held on April 30, 2017, 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") and the Ordinary Shares associated with

each ADS in accordance with the directions of the shareholders and the ADS holders executing the proxy. In the absence of such

directions, and except as otherwise mentioned in this Proxy Statement, the Ordinary Shares and the ADS will be voted in favor of

each of the proposals 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 Meeting. If within half an hour from the time the Meeting

is convened a quorum is not present, the Meeting shall stand adjourned until April 7, 2017, at the same time as the Meeting (Israel

time). If a quorum is not present at the adjourned Meeting within half an hour from the time appointed for such adjourned 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. Broker non-votes, as defined below, are counted in determining if a Quorum

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 3, 4, 5 and 6 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.

However, since proposal 2 is deemed a routine proposal, your broker, bank or other agents will be entitled to vote on it without

your instruction. No vote is required for Proposal No. 1.

Pursuant to the Israeli

Companies Law of 1999 (the "Companies Law"), approval of Proposals 2, 3, and 4 below requires the affirmative

vote of a majority of the Ordinary Shares, including the ADSs, voting on the matter.

to the Companies Law, approval of Proposals 5 and 6 below requires the affirmative vote of majority of the Ordinary Shares, including

the ADSs, present and voting on the matter, provided that either (i) such a majority includes at least the majority of the votes

of shareholders who (a) are not controlling shareholders of the Company and (b) do not have a personal interest in the approval

of the respective proposal (abstentions will not be taken into account); or (ii) the total number of votes against such proposal

among the shareholders mentioned in clause (i) above does not exceed two percent (2%) of the total voting rights in the Company.

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

a 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.

Please note that you

are required to indicate on the proxy card with respect to Proposals 5 and 6 whether or not you are a controlling shareholder of

the Company, or acting on its behalf, and whether you have a personal interest in the approval of the proposal as provided above.

If you fail to indicate so on the proxy card, your vote will not be counted with respect to the Proposals 5 and 6, for which you

failed to provide notification.

PRESENTATION OF 2016 FINANCIAL STATEMENTS

financial information for the year ended December 31, 2016 is available on can be viewed on U.S. Securities and Exchange Commission

website at https://www.sec.gov and the Tel Aviv Stock Exchange website at http://www.maya.tase.co.il.

The contents of the foregoing websites are not part of this proxy.