BIONDVAX PHARMACEUTICALS LTD. Jerusalem BioPark, 2 nd Floor Hadassah Ein Kerem Campus Jerusalem, Israel NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS To Be Held on

BIONDVAX PHARMACEUTICALS LTD.

Jerusalem BioPark, 2nd Floor

Hadassah Ein Kerem Campus

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

To Be Held on December 27, 2021

The Annual General Meeting of Shareholders of BiondVax

Pharmaceuticals Ltd. (the "Company") will be held at the offices of Gross & Co., One Azrieli Center, Tel Aviv 6701101,

Israel on December 27, 2021 at 4:00 p.m. Israel time (such meeting or any adjournments thereof, the "General Meeting") for

the following purposes:

In addition, shareholders at the General Meeting

will have an opportunity to review and ask questions regarding the financial statements of the Company for the fiscal year ended December

The Company is currently unaware of any other matters

that may be raised at the General Meeting. Should any other matters be properly raised at the General Meeting, the persons designated

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

Only holders of record of ordinary shares, no par

value (the "Ordinary Shares"), and holders of record of ADSs, evidenced by American Depositary Receipts issued by The Bank

of New York Mellon, at the close of business on November 17, 2021 (the "Record Date") shall be entitled to receive notice

of and to vote at the General Meeting.

The Board of Directors recommends that you vote FOR

each of the proposals, as specified on the enclosed form of proxy.

Whether or not you plan to attend the General Meeting,

it is important that your Ordinary Shares be represented. Accordingly, you are kindly requested to complete, date, sign and mail the enclosed

proxy at your earliest convenience. Execution of a proxy will not in any way affect a shareholder's right to attend the General

Meeting and vote in person, and any person giving a proxy has the right to revoke it at any time before it is exercised.

ADS holders should return their proxies by the date

set forth on their form of proxy.

Shareholders either registered in the Company's

shareholders' register in Israel or who hold Ordinary Shares through members of the Tel Aviv Stock Exchange may vote through the

proxy by completing, dating, signing and mailing the proxy to the Company's offices, c/o Mr. Uri Ben Or at BiondVax Pharmaceuticals

Ltd., Jerusalem BioPark, 2nd Floor, Hadassah Ein Kerem Campus, Jerusalem 9112001, Israel, so that it is received by the Company no later

than December 25, 2021, at 4:00 p.m. Israel time. Shareholders either registered in the Company's shareholders' register in

Israel or who hold Ordinary Shares through members of the Tel Aviv Stock Exchange, and who intend to vote their Ordinary Shares either

in person or by proxy at the General Meeting, must deliver to the Company's offices, c/o Mr. Uri Ben Or, Chief Financial Officer,

at BiondVax Pharmaceuticals Ltd., Jerusalem BioPark, 2nd Floor, Hadassah Ein Kerem Campus, Jerusalem 9112001, Israel, no later than December

27, 2021, at 10:00 a.m. Israel time, an ownership certificate confirming their ownership of the Company's Ordinary Shares on the

Record Date, which certificate must be issued or approved by a recognized financial institution, as required by the Israeli Companies

Regulations (Proof of Ownership of Shares for Voting at General Meeting) of 2000, as amended.

Shareholders wishing to express their position on

an agenda item for this General Meeting may do so by submitting a written statement ("Position Statement") to the Company's

offices, c/o Mr. Uri Ben Or at BiondVax Pharmaceuticals Ltd., Jerusalem BioPark, 2nd Floor, Hadassah Ein Kerem Campus, Jerusalem 9112001,

Israel, by no later than December 19, 2021. Any Position Statement received that is in accordance with the guidelines set by the Israeli

Companies Law, 1999 will be furnished to the U.S. Securities and Exchange Commission (the "Commission") on Form 6-K, and will

be made available to the public on the Commission's website at http://www.sec.gov.

Should no legal quorum be present one-half hour after

the scheduled time, the General Meeting will be adjourned to one week from that day, at the same time and place, i.e. on January 3, 2021,

at 4:00 p.m. (Israel Time) at the offices of Gross & Co., One Azrieli Center, Tel Aviv 6701101, Israel. Should such legal quorum not

be present half an hour after the time set for the adjourned meeting, any number of shareholders present, in person or by proxy, will

constitute a legal quorum.

This Notice and the documents mentioned therein, as

well as the proposed resolutions on the agenda, can be viewed at the Company's registered office on Jerusalem BioPark, 2nd

Floor, Hadassah Ein Kerem Campus, Jerusalem, Israel, Tel: +972-(8)-930-2529, Sunday through Thursday between 10:00-15:00, and also will

be made available to the public on the Company's website http://www.biondvax.com and the Commission's website at http://www.sec.gov.

BIONDVAX PHARMACEUTICALS LTD.

Jerusalem BioPark, 2nd Floor

Hadassah Ein Kerem Campus

FOR ANNUAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON DECEMBER 27, 2021

This Proxy Statement

is furnished to the holders of ordinary shares, no par value (the "Ordinary Shares"), and to holders of American Depositary

Shares ("ADSs"), evidenced by American Depositary Receipts issued by The Bank of New York Mellon ("BNY Mellon"),

of BiondVax Pharmaceuticals Ltd. (the "Company" or "BiondVax") in connection with the solicitation by the board

of directors of the Company (the "Board of Directors" or the "Board") of proxies for use at the Annual General

Meeting of Shareholders (the "General Meeting"), to be held on December 27, 2021, at 4:00 p.m. Israel time at the offices

of Gross & Co., One Azrieli Center, Tel Aviv 6701101, Israel, or at any adjournments thereof.

at the General Meeting to adopt the following proposals or to consider the following items:

In addition, shareholders at the

General Meeting will have an opportunity to review and ask questions regarding the financial statements of the Company for the fiscal

year ended December 31, 2020.

The Company is currently

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

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

Shareholders Entitled to Vote

Only shareholders and ADS

holders of record at the close of business on November 17, 2021 (the "Record Date"), shall be entitled to receive notice of

and to vote at the General Meeting. At the close of business on November 17, 2021, the Company had outstanding 573,285,824 Ordinary Shares

and 14,326,912 ADSs (representing an additional forty (40) Ordinary Shares), each of which is entitled to one vote on each of the matters

to be presented at the General Meeting.

A form of proxy card for use at

the General Meeting is included with this Proxy Statement and has been sent to the ADS holders together with a prepaid return envelope

for the proxy. By appointing "proxies", shareholders and ADS holders may vote at the General Meeting, whether or not they

attend. Subject to applicable law and the rules of The Nasdaq Stock Market, in the absence of instructions, the Ordinary Shares represented

by properly executed and received proxies will be voted FOR all of the proposed resolutions to be presented at the General Meeting for

which the Board of Directors recommends a "FOR" vote. Shareholders and ADS holders may revoke their proxies at any time before

the deadline for receipt of proxies by filing with the Company (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.

return their proxies to BNY Mellon by the date set forth on their form of proxy.

registered in the Company's shareholders' register in Israel or who hold Ordinary Shares through members of the Tel

Aviv Stock Exchange may vote through the attached proxy by completing, dating, signing and mailing the proxy to the Company's offices,

c/o Mr. Uri Ben Or at BiondVax Pharmaceuticals Ltd., Jerusalem BioPark, 2nd Floor, Hadassah Ein Kerem Campus, Jerusalem 9112001, Israel,

so that it is received by the Company no later than December 25, 2021, at 4:00 p.m. Israel time. Shareholders

either registered in the Company's shareholders' register in Israel or who hold Ordinary Shares through members of

the Tel Aviv Stock Exchange, and who intend to vote their Ordinary Shares either in person or by proxy at the General Meeting, must deliver

to the Company's offices, c/o Mr. Uri Ben Or, Chief Financial Officer, at BiondVax Pharmaceuticals Ltd., Jerusalem BioPark, 2nd

Floor, Hadassah Ein Kerem Campus, Jerusalem 9112001, Israel, no later than December 27, 2021, at 10:00 a.m. Israel time, an ownership

certificate confirming their ownership of the Company's Ordinary Shares on the Record Date, which certificate must be issued or

approved by a recognized financial institution, as required by the Israeli Companies Regulations (Proof of Ownership of Shares for Voting

at General Meeting) of 2000, as amended.

Expenses and Solicitation

The Board of Directors is