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 August 24, 2023

The Annual General Meeting of Shareholders of

BiondVax Pharmaceuticals Ltd. (the "Company") will be held at the offices of Goldfarb Gross Seligman & Co., One

Azrieli Center, Tel Aviv, Israel on August 24, 2023, at 4:00 p.m. Israel time, or at any adjournments thereof (the "Meeting")

for the following purposes:

In addition, shareholders at the Meeting will

have an opportunity to review and ask questions regarding the financial statements of the Company for the fiscal year ended December 31,

The Company is 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.

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 July 10, 2023 (the "Record Date"), shall be entitled to

receive notice of and to vote at the Meeting.

The Board of Directors recommends that you vote

"FOR" each of the proposals, as specified in the attached proxy materials.

Whether or not you plan to attend the Meeting,

it is important that your Ordinary Shares or ADSs be represented. Accordingly, you are kindly requested to (i) vote online or (ii) complete,

date, sign and mail your proxy at your earliest convenience. Execution of a proxy will not in any way affect a shareholder's

right to attend the 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.

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 SEC'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 AUGUST 24, 2023

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 "Meeting"), to be held on August 24, 2023, at 4:00 p.m. Israel

time at the offices of Goldfarb Gross Seligman & Co., One Azrieli Center, Tel Aviv, Israel, or at any adjournments thereof.

It is proposed at the Meeting

to adopt the following proposals or to consider the following items:

In addition, shareholders

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

ended December 31, 2022.

The Company is 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.

Shareholders Entitled to Vote

Only shareholders and ADS

holders of record at the close of business on July 10, 2023 (the "Record Date"), shall be entitled to receive notice

of and to vote at the Meeting. At the close of business on July 10, 2023, the Company had outstanding 1,453,970,784 Ordinary Shares and

3,634,927 ADSs (each representing four hundred (400) Ordinary Shares) entitled to vote on each of the matters to be presented at the Meeting.

A form of proxy card for use

at the Meeting is attached to 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 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 and ADSs represented by

properly executed and received proxies will be voted "FOR" all of the proposed resolutions to be presented at the 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.

ADS holders should return

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

Shareholders registered

in the Company's shareholders' register in Israel 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 August 22, 2023, at 4:00 p.m.

Israel time. Shareholders registered in the Company's shareholders' register in Israel

and who intend to vote their Ordinary Shares either in person or by proxy 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 August 24, 2023, 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

soliciting proxies for use at the Meeting. The Company expects to mail this Proxy Statement and the accompanying proxy cards to ADS holders

on or about July 12, 2023. In addition to solicitation of proxies to ADS holders by mail, certain officers, directors, employees and agents

of the Company, may solicit proxies by telephone, mail or other personal contact. The Company shall bear the cost of the solicitation

of the proxies, including postage, printing and handling and shall reimburse the reasonable expenses of brokerage firms and others for

forwarding materials to beneficial owners of Ordinary Shares or ADSs.

This Proxy Statement and proxy

card shall also serve as a voting deed (ktav hatzba'a), as such term is defined under the Companies Law.

The quorum required for the

Meeting consists of at least one or more shareholders who are present at the Meeting, in person or by proxy, and who hold in the aggregate

ten percent (10%) or more of the voting rights of the Company, and such presence at the Meeting will constitute a legal quorum. Abstentions

and "broker non-votes" are counted as present and entitled to vote for purposes of determining a legal quorum.

Should no legal quorum be

present one-half hour after the scheduled time, the Meeting will be adjourned to one week from that day, at the same time and place, i.e.,

on August 31, 2022, at 4:00 p.m. (Israel Time) at the offices of Goldfarb Gross Seligman & 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.

The approval of Proposals

1, 2, 5, 6, 7 and 11 each require the affirmative vote of at least a majority of the voting power represented at the Meeting, in person

or by proxy, and voting on the matter presented, without taking into account abstaining votes.

The approval of each of Proposals

3 and 4 requires the affirmative vote of seventy-five percent (75%) of the voting power represented at the Meeting, in person or by proxy,

and voting on the matter presented, without taking into account abstaining votes.