OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

is hereby given that an Extraordinary General Meeting of Shareholders of Cellect Biotechnology Ltd. (the "Company")

will be held at the offices of the Company's legal counsel - Doron, Tikotzky, Kantor, Gutman & Amit Gross, at

B.S.R 4 Tower, 33rd Floor, 7 Metsada Street, Bnei Brak, on August 30, 2018 at 11.00 a.m. Israel time or at any postponement or

adjournment thereof.

extraordinary meeting is being called to elect Niv Sarne as an external director for a three-year term commencing on the date

of his election at the extraordinary meeting.

board of directors recommends that you vote in favor of the proposal, which is described in the attached Proxy Statement.

and American Depositary Share (the "ADSs") holders of record at the close of business on August 2, 2018 (the "Record

Date"), are entitled to notice of and to vote at the extraordinary meeting 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, so that is received by the Company no later than four 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 to the Company, no later than four 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.

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., August 20, 2018).

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") for the Extraordinary General Meeting of Shareholders of Cellect

Biotechnology Ltd. to be held on August 30, 2018 at the offices of the Company's legal counsel, Doron, Tikotzky, Kantor,

Gutman, & Amit Gross, at B.S.R. 4 Tower, 33rd 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 to elect Niv Sarne as an external director for a three-year term commencing on the

date of his election at the extraordinary meeting.

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" the sole proposal.

shareholders and ADS holders of record at the close of business on August 2, 2018 (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 ("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.sec.gov.

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 the attached proxy by completing, dating, signing and mailing

the proxy to the Company's offices, so that it is received by the Company no later than four hours prior to the scheduled

date of the extraordinary meeting, 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 www.sec.gov, so that it

is received by the Company no later than four 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 www.sec.gov.

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

ordinary 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 four 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 August 2, 2018. Certain officers, directors,

employees, and agents of ours, none of whom will receive additional compensation therefor, may solicit proxies by telephone, emails,

or other personal contact. We will bear the cost for the solicitation of the proxies, including postage, printing, and handling,

and will reimburse the reasonable expenses of brokerage firms and others for forwarding material to beneficial owners of shares

the extent you would like to submit a position statement with respect to any of proposals described in the Proxy Statement pursuant