NOTICE OF SPECIAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON FEBRUARY 28, 2022 Notice is hereby given that a Special General Meeting (the " Meeting ") of Shareholders of Quoin Pharmaceuticals Ltd. (the " Company ") wi

NOTICE OF SPECIAL GENERAL

MEETING OF SHAREHOLDERS

TO BE HELD ON FEBRUARY

Notice is hereby given that

a Special General Meeting (the "Meeting") of Shareholders of Quoin Pharmaceuticals Ltd. (the "Company")

will be held at the offices of the Company's Israeli legal counsel, S. Horowitz & Co., at 31 Ahad Ha'am Street, Tel Aviv,

Israel, at 4 p.m., Israel Time, on February 28, 2022.

The Meeting is being called

for the following purpose: to amend and restate the Company's Articles of Association, as described in the accompanying proxy statement.

Board of Directors recommends that you vote in favor of this proposal, as described in the proxy statement.

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 February 2, 2022 (the "Record Date") are entitled

to notice of, and to vote at, the Meeting, including any adjournment or postponement thereof.

registered in the Company's register of shareholders may vote in person or by completing, dating, signing and mailing the attached

proxy card c/o the offices of the Company's Israeli legal counsel, S. Horowitz & Co. (for the attention of Clifford Davis, Adv.

and Amir Assali Adv.), at 31 Ahad Ha'am Street, Tel Aviv, 6520204, Israel (the "Meeting Address"), so that such

proxy card is received no later than forty-eight (48) hours prior to the scheduled date and time of the Meeting. Such shareholders must

also provide the Company with a copy of their identity card, passport, certificate of incorporation or certificate of formation, as applicable,

together with their signed and dated proxy card.

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 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 Meeting Address, so that they are received no later than forty-eight (48) hours prior to the scheduled

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

holders should return their proxies by the date set forth on their voting instruction form.

we are not aware of any other matters that will come before the Meeting. If any other business is properly brought before the 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 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 filed with the SEC on a Report on Form 6-K.

vote is very important. Whether or not you plan to attend the Meeting, we urge you to read the proxy statement and vote. If you are unable

to attend the Meeting in person, you are requested to complete, date and sign the enclosed proxy and to return it promptly in the pre-addressed

Important Information

Regarding Meeting Attendance

to hold the 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 Meeting, we will

make efforts to keep our shareholders updated of such through publication of a press release, a copy of which will be filed with the SEC

on a Report on Form 6-K. Individuals seeking to attend the Meeting in person are advised that, to the extent such policies are in force

at the time of the Meeting, they will be required to comply with S. Horowitz office COVID-19 policies, such as mask wearing and/or social

MEETING OF SHAREHOLDERS

TO BE HELD ON FEBRUARY

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 a Special General Meeting of Shareholders of Quoin Pharmaceuticals Ltd. (the "Meeting"). The Meeting

will be held at the offices of the Company's Israeli legal counsel, S. Horowitz & Co., at 31 Ahad Ha'am Street, Tel Aviv,

6520204, Israel, on February 28, 2022, at 4 p.m., Israel Time.

this Proxy Statement, we use terms such as "Quoin", "we", "us", "our" and the "Company"

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

Background Information

October 28, 2021, the Company, formerly known as Cellect Biotechnology Ltd. (prior to the Merger, referred to herein as "Cellect"),

completed the business combination with Quoin Pharmaceuticals, Inc., a Delaware corporation ("Quoin Inc."), in accordance

with the terms of that certain Agreement and Plan of Merger and Reorganization, dated as of March 24, 2021 (the "Merger Agreement"),

by and among Cellect, Quoin Inc. and CellMSC, Inc., a Delaware corporation and wholly-owned subsidiary of Cellect (the "Merger

Sub"). Pursuant to the Merger Agreement, the Merger Sub merged with and into Quoin Inc., with Quoin Inc. surviving as a wholly-owned

subsidiary of the Company (the "Merger"). Immediately after completion of the Merger, Cellect changed its name to "Quoin

Pharmaceuticals, Ltd."

Our Board of Directors (the

"Board") has authorized, and recommends for approval, the adoption of the amended and restated Articles of Association,

attached hereto as Annex A (the "Amended and Restated Articles"), to reflect the new business, operations and

management of the Company upon the consummation of the Merger (the "Proposal"). This proxy statement provides a summary

of the amendments effected by the Amended and Restated Articles to our current Articles of Association. This summary is qualified by reference

to the complete text of the Amended and Restated Articles attached to this proxy statement as Annex A.

following proposal will be considered at the Meeting:

To adopt the Amended and Restated Articles of Association.

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

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

accordance with the Israeli Companies Law (including the regulations promulgated thereunder, the "Companies Law"),

any Shareholder of the Company holding at least one percent of the outstanding voting rights of the Company for the Meeting may submit

to the Company a proposed additional agenda item for the Meeting, c/o the Company's Israeli legal counsel, S. Horowitz & Co.

(for the attention of Clifford Davis, Adv. and Amir Assali Adv.), at 31 Ahad Ha'am Street, Tel Aviv, 6520204, Israel (the "Meeting

Address"), by no later than February 10, 2022. To the extent that there are any additional agenda items that the Board determines

to add as a result of any such submission, the Company will publish an updated agenda and proxy card with respect to the Meeting, by

no later than February 14, 2022, which will be furnished to the SEC on Form 6-K, and will be made available to the public on the Commission's

website at http://www.sec.gov.

Board Recommendation

Board unanimously recommends that you vote "FOR" the Proposal.

Shareholders of record at the close of business on February 2, 2022 (the "Record Date"), are entitled to notice

of, and to vote at, the Meeting, including any adjournment or postponement thereof.

can vote your Ordinary Shares by attending the Meeting. If you do not plan to attend the Meeting, the method of voting may differ for

shares held as a record holder, shares held in "street name", and shares underlying ADSs that you hold.

Shareholders. Shareholders registered in the Company's register of shareholders ("Registered Shareholders")

may vote their shares by attending the Meeting and voting their shares in person or by completing, dating, signing and mailing the attached

proxy card, which is available at www.sec.gov, to the Meeting Address. You must also provide the Company with a copy of your identity

card, passport or certificate of incorporation, as the case may be. These documents must be received by the Company no later than forty-eight

(48) hours prior to the scheduled date and time of the Meeting.

Holding in "Street Name." 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 at the Meeting on behalf of the record holder, together with a proof of such record holder holding

of the shares on the Record Date, to be submitted to the Meeting Address and received no later than forty-eight (48) hours prior to the

scheduled date and time of the Meeting. You should follow the directions provided by your broker or nominee regarding how to instruct

them to vote your shares.

Holders. Under the terms of the Deposit Agreement between the Company, The Bank of New York Mellon, as depositary ("BNY

Mellon"), and the ADS holders, 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 ADS holders 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 an ADS holder

(whether held directly by a beneficial holder or in "street name") with respect to any of the ordinary shares represented