OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

is hereby given that an Extraordinary General Meeting of Shareholders and American Depositary Share ("ADS")

holders of Cellect Biotechnology Ltd. (the "Company") will be held at the offices of the Company's legal

counsel, Doron, Tikotzky, Kantor, Gutman, & Gross., at B.S.R. 4 Tower, 33 Floor, 7 Metsada Street, Bnei Brak, Israel, on December

13, 2017 at 11:00 A.M. Israel time.

extraordinary meeting is being called for the following purposes:

elect David Braun to serve as a director until the next annual general meeting of the Company.

elect Ruhama Avraham as an external director for a three-year term ending December 12, 2020.

approve a grant of options to Yuval Berman, an external director of the Company.

shareholders and ADS holders of record at the close of business on November 13, 2017 (the "Record Date"), are

entitled to notice of and to vote at the extraordinary meeting and any adjournment or postponement thereof either in person or

by appointing a proxy to vote in their stead at the extraordinary meeting.

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 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 4 hours prior to

the scheduled date of the extraordinary 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 extraordinary 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 voting instruction card.

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 extraordinary

meeting date (i.e., December 3, 2017).

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 extraordinary 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.

GENERAL MEETING OF SHAREHOLDERS

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") to be held on December 13, 2017 at the offices of the Company's

legal counsel, Doron, Tikotzky, Kantor, Gutman, & Gross., at B.S.R. 4 Tower, 33 Floor, 7 Metsada Street, Bnei Brak, Israel

or at any adjournments thereof. The extraordinary meeting shall be held at 11.00 A.M., Israel time, on such day or at any

adjournments thereof.

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 and ADS holders.

agenda of the extraordinary meeting will be as follows:

elect David Braun to serve as a director until the next annual general meeting of the Company.

elect Ruhama Avraham as an external director for a three-year term ending December 12, 2020.

approve a grant of options to Yuval Berman, an external director of the Company.

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

raised at the extraordinary meeting, the persons designated as proxies shall vote according to their own judgment on those matters.

board of directors unanimously recommends that you vote "FOR" Proposals No. 1 and 3.

majority of our board of directors recommends that you vote "FOR" Proposal No. 2.

shareholders and ADS holders of record at the close of business on November 13, 2017 (the "Record Date"), are

entitled to notice of and to vote at the extraordinary meeting and any adjournment or postponement.

can vote your ordinary shares by attending the extraordinary meeting. If you do not plan to attend the extraordinary meeting,

the method of voting will differ for shares held as a record holder, shares held in "street name" (through a Tel Aviv

Stock Exchange, or TASE, member) and shares underlying ADSs that you hold. Record holders of shares will receive proxy cards.

Holders of shares in "street name" through a TASE member 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 on how to vote.

you are a shareholder holder of record, you can submit your vote by completing, signing and submitting an applicable proxy card,

which has been published at www.magna.isa.gov.il and www.maya.tase.co.il.

follow the instructions on the applicable proxy card.

Holding in "Street Name," Through the TASE

you hold ordinary shares in "street name," that is, through a bank, broker or other nominee that is admitted as a

member of the TASE, your shares will only be voted if you provide instructions to the bank, broker or other nominee as to how

to vote, or if you attend the extraordinary meeting in person.

voting by mail, you must sign and date an applicable proxy card in the form filed by us on MAGNA no later than 48 hours prior

to the scheduled date of the extraordinary meeting, and attach to it a certificate signed by the TASE Clearing House member 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, as applicable, on the record date, and return the applicable proxy card, along with the proof

of ownership certificate, to us, as described in the instructions available on MAGNA.

you choose to attend the extraordinary meeting (where ballots will be provided), you must bring the proof of ownership certificate

from the TASE's Clearing House member through which the shares are held, indicating that you were the beneficial owner of

the shares, as applicable, on the record date.

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

and the holders of our ADSs, 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 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 or 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, BNY Mellon shall

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

Record Holders or Accounts

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

board of directors urges you to vote your shares so that they will be counted at the extraordinary meeting or at any postponements

or adjournments of the extraordinary meeting.

appointing "proxies", shareholders and ADS holders may vote at the extraordinary meeting whether or not they attend.

If a properly executed proxy in the attached form is received by us at least 48 hours prior to the extraordinary meeting (and

received by BNY Mellon no later than the date indicated on the voting instruction card, in the case of ADS holders), all of the

shares represented by the proxy shall be voted as indicated on the form or, if no preference is noted, shall be voted in favor

of the matter described above, and in such manner as the holder of the proxy may determine with respect to any other business

as may come before the extraordinary meeting or any adjournment thereof. Shareholders and ADS holders may revoke their

proxies at any time before the deadline for receipt of proxies by filing with us (in the case of holders of ordinary shares) or

with BNY Mellon (in the case of holders of ADSs), a written notice of revocation or duly executed proxy bearing a later date.

are being distributed or made available to shareholders and ADS holders on or about November 7, 2017. Certain officers, directors,