OF SPECIAL GENERAL MEETING OF SHAREHOLDERS

OF SPECIAL GENERAL MEETING OF SHAREHOLDERS

Notice is hereby given

that a Special General Meeting (the "Special 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, Nass & Amit Gross,

at B.S.R 4 Tower, 33rd Floor, 7 Metsada Street, Bnei Brak, on December 30, 2019 at 11:00 a.m. Israel time or at any postponement

or adjournment thereof.

is being called to elect Ms. Sivan Rahamim as an external director of the Company for a period of three years, commencing on December

The board of directors

recommends that you vote in favor of the proposal described in the attached Proxy Statement.

Shareholders and American

Depositary Share (the "ADSs") holders of record at the close of business on December 2, 2019 (the "Record Date"),

are entitled to notice of and to vote at the Special Meeting either in person or by appointing a proxy to vote in their stead at

the Special Meeting. Shareholders and ADS holders are asked to vote on proposal 1.

The approval of Proposal

1 is subject to the affirmative vote of holders of at least a majority of the ordinary shares, including those represented by ADSs,

voted in person or by proxy at the Special Meeting, provided that either:

Law, (1) the term "controlling shareholder" means a shareholder having the ability to direct the activities of a company,

other than by virtue of being an officer or a director of the Company. A person is presumed

to be a controlling shareholder if he or she holds or controls, by himself or herself or together with others, one half or more

of any one of the "means of control" of a company. "Means of control" is defined as any one of the following:

(i) the right to vote at a general meeting of a company, or (ii) the right to appoint directors of a company or its chief executive

"personal interest" of a shareholder in an action or transaction of a company includes a personal

interest of any of the shareholder's relatives (i.e. spouse, brother or sister, parent, grandparent, child as well as child,

brother, sister or parent of such shareholder's spouse or the spouse of any of the above) or an interest of a company with

respect to which the shareholder or the shareholder's relative (as defined above) holds 5% or more of such company's

issued shares or voting rights, in which any such person has the right to appoint a director or the chief executive officer or

in which any such person serves as director or the chief executive officer, including the personal interest of a person voting

pursuant to a proxy as to which the proxy grantor has a personal interest, whether or not the person voting pursuant to such

proxy has discretion with regards to the vote; and excludes an interest arising solely from the ownership of shares of a company.

to indicate 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 applicable proposal as provided above. If you fail to indicate so on the proxy card, your vote

shall not be counted.

Shareholders registered

in the Company's shareholders register in Israel, and shareholders who hold ordinary shares in street name through a bank,

broker or other nominee, may also vote by attending the Special Meeting or 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 Special Meeting. Shareholders registered in the Company's shareholders' register in Israel, and

shareholders who hold ordinary shares in street name 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 or meet any other identification

requirement in accordance with applicable law.

return their proxies by the date set forth on their voting instruction card. Shareholders registered in the Company's shareholders

registry must return their proxies to the Company's offices no later than four hours prior to the schedule date of the Special

To 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 special meeting date (i.e.,

Shareholders may present

proposals for consideration at the Special Meeting by submitting their proposals to the Company's offices (Attention: Chief

Financial Officer) located at 23 Hata'as Street Kfar Saba, Israel 44425, Israel, by no later than December 2, 2019.

details provided in the Company's proxy statement for the Special Meeting, published on November 25, 2019 (the "Proxy

Statement") are hereby incorporated by reference into this notice. Therefore, this notice should be read in conjunction with

the information provided in the Proxy Statement.

GENERAL MEETING OF SHAREHOLDERS

This 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 Special General Meeting (the "Special Meeting") of Shareholders of Cellect

Biotechnology Ltd. to be held on December 30, 2019 at the offices of the Company's legal counsel, Doron, Tikotzky, Kantor,

Gutman, Nass & Amit Gross., at B.S.R. 4 Tower, 33rd Floor, 7 Metsada Street, Bnei Brak, Israel or at any adjournments thereof.

The Special Meeting shall be held at 11:00 a.m., Israel time, on such day or at any adjournments thereof.

Throughout 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

of the Special Meeting will be as follows:

Rahamim as an external director of the Company for a period of three years, commencing on December 30, 2019.

We currently are unaware

of any other matters that may be raised at the Special Meeting. Should any other matters be properly raised at the Special Meeting,

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

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

Only shareholders and

ADS holders of record at the close of business on December 2, 2019 (the "Record Date"), are entitled to notice of and

to vote at the Special Meeting and any adjournment or postponement thereof.

You can vote your ordinary

shares by attending the Special Meeting. If you do not plan to attend the Special Meeting, the method of voting will differ for

shares held as a record holder, shares held in "street name" held through a broker, bank or nominee and shares underlying

ADSs that you hold. Record holders of shares will receive proxy cards. Holders of shares in "street name" 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

If 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. Shareholders must complete (including answering the personal interest question under proposal 1), date, sign and

mail 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 Special Meeting. Shareholders registered in the Company's shareholders' register in Israel, must also

provide the Company with a copy of their identity card, passport or certification of incorporation, as the case may be or meet

any other identification requirement in accordance with applicable law.

Holding in "Street Name"

If you hold ordinary

shares in "street name," that is, through a bank, broker or other nominee, your shares will only be voted if you provide

the attached proxy by completing (including answering the personal interest question under proposal 1), 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 Special Meeting, or if you attend the Special Meeting in person.

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 Special Meeting, and attach to it a certificate signed by the bank, broker

or nominee 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.

If you choose to attend

the Special Meeting (where ballots will be provided), you must bring the proof of ownership certificate from the bank, broker or

nominee through which the shares are held, indicating that you were the beneficial owner of the shares, as applicable, on the record

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