NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 12, 2022 Notice is hereby given that an Annual General Meeting (the " Annual Meeting ") of Shareholders of Quoin Pharmaceuticals Ltd. (the " Company ")

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON APRIL 12, 2022

Notice is hereby given that an Annual General

Meeting (the "Annual Meeting") of Shareholders of Quoin Pharmaceuticals Ltd. (the "Company") will

be held at The Logan, One Logan Square, Philadelphia, PA 19103, at 12:00 pm, US Eastern Time, on April 12, 2022.

The Annual Meeting is being called for the following

purposes, as further described in the accompanying proxy statement (the "Proxy Statement"):

re-elect Michael Myers, Denise Carter, Joseph Cooper, James Culverwell, Dennis H. Langer, Natalie Leong, and Michael Sember to the Board

of Directors (the "Board") of the Company, each to serve as a director of the Company until the Company's next

annual general meeting of shareholders;

approve the increase in the Company's registered share capital from 12,500,000,000 ordinary shares (of no par value) to 50,000,000,000

ordinary shares (of no par value), and to amend the Company's Articles of Association (the "Articles") to reflect

such increase, in the form attached as Annex A to the Proxy Statement;

approve a compensation policy for the Company's officers and directors, in the form attached as Annex B to the Proxy Statement;

approve the Company's Amended and Restated Equity Incentive Plan, in the form attached as Annex C to the Proxy Statement;

approve the form of an indemnification and release agreement providing indemnification and release of the Company's officers and

directors to the full extent permitted under the Israeli Companies Law, 5759-1999 and the Articles, in the form attached as Annex D

to the Proxy Statement;

approve and ratify the terms and conditions of employment of Dr. Michael Myers as the Company's Chief Executive Officer, pursuant

to the Executive Employment Agreement, dated March 9, 2018, as amended, between Quoin Pharmaceuticals, Inc., a wholly-owned

subsidiary of the Company ("Quoin Inc."), and Dr. Michael Myers;

approve and ratify the terms and conditions of employment of Ms. Denise Carter as the Company's Chief Operating Officer, pursuant

to the Executive Employment Agreement, dated March 9, 2018, as amended, between Quoin Inc. and Ms. Denise Carter;

approve a grant of options to Dr. Michael Myers as the Company's Chief Executive Officer;

approve a grant of options to Ms. Denise Carter as the Company's Chief Operating Officer;

approve Dr. Michael Myers' annual discretionary bonus under his terms of employment as the Company's Chief Executive Officer;

approve Ms. Denise Carter's annual discretionary bonus under her terms of employment as the Company's Chief Operating Officer;

approve and ratify the compensation program for the Company's non-employee directors;

approve the grant of options to the Company's non-employee directors pursuant to the Company's compensation program for non-employee

approve and ratify a special bonus for Dr. Michael Myers, in recognition of his contribution to the completion of the merger and

private placement transactions of Quoin Inc.;

approve and ratify a special bonus for Ms. Denise Carter, in recognition of her contribution to the completion of the merger and

private placement transactions of Quoin Inc.;

approve and ratify the terms of repayment of certain indebtedness of Quoin Inc. to Dr. Michael Myers;

approve and ratify the terms of repayment of certain indebtedness of Quoin Inc. to Ms. Denise Carter;

approve and ratify Dr. Michael Myers' service as both the Company's Chief Executive Officer and Chairman of the Board

for a period of three years;

appoint Friedman LLP, a public accounting firm registered with the Public Company Accounting Oversight Board (PCAOB), to serve as the

Company's independent registered public accounting firm, until the Company's next annual general meeting of shareholders;

present the financial statements of the Company for the fiscal year ended December 31, 2020; and

conduct any other business which may be properly brought before the Annual Meeting.

Our Board recommends that you vote in favor of

each proposal (Items 1 through 19) on the agenda, as described in the Proxy Statement.

Only record holders of our ordinary shares and

record holders of ordinary shares ("ADS holders") represented by American Depositary Shares ("ADS")

at the close of business on March 4, 2022 (the "Record Date") are entitled to notice of, and to vote at, the Annual

Meeting, including any adjournment or postponement thereof.

Shareholders registered in the Company's

register of shareholders may vote in person or by completing, dating, signing and mailing the attached proxy card to 42127 Pleasant Forest

Court, Ashburn, VA, 20148-7349 (the "Annual Meeting Mailing Address"), so that such proxy card is received no later

than twenty-four (24) hours prior to the scheduled date and time of the Annual Meeting. Such shareholders must also provide the Company

with a copy of their photo identification document, passport, certificate of incorporation or certificate of formation, as applicable,

together with their signed and dated proxy card.

Shareholders who hold their shares in "street

name", meaning in the name of a bank, broker or other nominee, must either direct the record holder of their shares on how to vote

their shares, or obtain a legal proxy from the record holder to vote the shares at the Annual Meeting on behalf of the record holder,

together with a proof of such record holder with respect to their holding of the shares on the Record Date, all of the above submitted

to the Annual Meeting Mailing Address, so that they are received no later than twenty-four (24) hours prior to the scheduled date and

time of the Annual Meeting. You should follow the directions provided by your broker or nominee regarding how to instruct them to vote

ADS holders should return their voting instructions

by the date set forth on their voting instruction form.

Currently, we are not aware of any other matters

that will come before the Annual Meeting. If any other business is properly brought before the Annual Meeting, the persons named as proxies

may vote in respect thereof in accordance with their best judgment. Should changes be made to any item on the agenda for the Annual Meeting

after the publication of this notice, the Company will communicate the changes to its shareholders through the publication of a press

release, a copy of which will be furnished to the SEC on a Report on Form 6-K.

Your vote is very important. Whether or not

you plan to attend the Annual Meeting, we urge you to read the proxy statement and vote. If you are unable to attend the Annual Meeting

in person, you are requested to complete, date and sign the enclosed proxy and to return it promptly.

Important Information Regarding Meeting Attendance

We intend to hold the Annual Meeting in person

at the location described in this Notice. However, we are sensitive to the public health and travel concerns our shareholders and ADS

holders may have, as well as any restrictions, requirements and/or recommendations which may be issued by relevant authorities and/or

public health officials from time to time in light of the evolving public health crisis caused by COVID-19 ("Covid Restrictions").

If and to the extent we become aware of any Covid Restrictions likely to materially affect the Annual Meeting, we will keep our shareholders

and ADS holders updated of such through publication of a press release, a copy of which will be furnished to the SEC on a Report on Form 6-K.

FOR ANNUAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON APRIL 12, 2022

This Proxy Statement is furnished to our holders

of ordinary shares, no par value per share, and holders of our ordinary shares ("ADS holders") that are represented

by American Depository Shares ("ADS"), collectively referred to as our "Shareholders", in connection

with the Annual General Meeting of Shareholders of Quoin Pharmaceuticals Ltd. (the "Annual Meeting"). The Annual Meeting

will be held at The Logan, One Logan Square, Philadelphia, PA 19103, at 12:00 pm, US Eastern Time, on April 12, 2022.

Throughout this Proxy Statement, we use terms

such as "we", "us", "our" and the "Company" to refer to Quoin Pharmaceuticals Ltd., and

terms such as "you" and "your" to refer to our Shareholders.

As an Israeli company, we are subject to the Israeli

Companies Law, 5759-1999 (including the regulations promulgated thereunder, the "Companies Law"). Capitalized terms

in this Proxy Statement have the meaning assigned to those terms in our Articles of Association (the "Articles") and

the Companies Law, unless the context requires otherwise.

The Annual Meeting is being called to consider

the proposals set forth below (the "Proposals") and to present the Company's financial statements for the fiscal year

ended December 31, 2020.

To re-elect Michael Myers, Denise Carter, Joseph

Cooper, James Culverwell, Dennis H. Langer, Natalie Leong, and Michael Sember to the Board of Directors of the Company (the "Board"),

each to serve as a director until the Company's next annual general meeting.

To approve the increase in the Company's

registered share capital from 12,500,000,000 ordinary shares (of no par value) to 50,000,000,000 ordinary shares (of no par value), and

to amend the Articles to reflect such increase, in the form attached as Annex A hereto.