BIONDVAX PHARMACEUTICALS LTD. NOTICE OF AN EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS To be held on, 28 th May, 2019 Notice is hereby given that the extraordinary general meeting of shareholders of BiondVax Pharmaceut

PHARMACEUTICALS LTD.

OF AN EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

be held on, 28th May, 2019

is hereby given that the extraordinary general meeting of shareholders of BiondVax Pharmaceuticals Ltd. (the "Company"),

will be held at the offices of Pearl Cohen Zedek Latzer Baratz, Azrieli Sarona Tower, 121 Menachem Begin Rd., 53rd. floor, Tel-Aviv,

6701203, Israel, on 28th May, 2019, at 4:00 p.m., Israel time (the telephone number at the address is +972-3-303-9000),

or at any adjournments thereof (the "Meeting"), for the following purposes:

the successful launch of its pivotal phase 3 universal flu vaccine clinical trial in Q4 2018, the Company has been exploring additional

financing opportunities and has determined to proceed with a shareholders' rights offering as described below (the "Rights

purpose of the Rights Offering is to afford existing shareholders the opportunity to participate in a financing that is designed

to provide the Company with US$20 million from the Rights Offering and up to an additional US$10 million from a related financing

(as more fully described below). The proceeds will be used to fund operations through the end of 2020, including completion of

the pivotal Phase 3 trial (second cohort) with the ability to increase the number of participants over that originally contemplated

and thereby enhance the statistical power of the trial. Units representing US$20 million will be offered at a price per each ADS

of US$5.69 (equal to US $0.14225 per each ordinary share), which reflects the volume based weighted average price for the sixty

calendar days to 8th April 2019 inclusive, and the median of the volume based weighted average prices for the thirty,

sixty and ninety calendar days respectively to 8th April 2019 inclusive (the "Rights Offering").

The Rights Offering is expected to close within 6 months following the date of this notice and proxy statement.

Company's largest shareholder, Angels Investments in Hi Tech Ltd. ("AIHT"), a company fully owned by Mr. Marius

Nacht, currently holding 20.56% of the issued and outstanding capital of the Company, has executed a letter agreement with the

Company pursuant to which:

purchase by AIHT of the full AIHT Allotment could, and exercise of the Option would, result in Angels owning in excess of 25%

(if many shareholders participate in the Rights Offering) and possibly in excess of 45% (if only a few shareholders other than

Angels participate) of the voting rights of the Company and therefore requires approval of shareholders pursuant to Section 328(b)(1)

of the Israeli Companies Law. In order to maximize the proceeds of the Rights Offering the Company's board of directors

recommends approval of the proposal permitting Angels to own in excess of 25% of the voting rights under one set of conditions

and in excess of 45% of the voting rights under another set of conditions, in each case depending upon the level of participation

of other shareholders in the Rights Offering.

connection with the Rights Offering and other matters before the shareholders, it is therefore proposed:

approval of proposal 1a requires the majority vote of the ordinary shares represented and voting at the Meeting.

approval of each proposals 1b-9 is subject to the fulfillment of either one of the following voting requirements:

is hereby clarified that the fulfillment of either one of the abovementioned voting requirements shall constitute an approval

of each proposals 1b-9.

together: "Special Majority")

respect to the proposals 2 and 3, and pursuant to sections 267A(c), 273(b), 272(c)(3) and 272(c1)(2) to the Israeli Companies

Law, the board of directors may approve Proposals 1 and 2 even if such proposal is voted against at the Meeting, so long as the

compensation committee and the board of directors are convened after such Meeting and determine, based on disclosed reasons, that

the approval of these proposals is for the benefit of the Company, despite the results of the Meeting.

approval of proposal 10 requires the affirmative vote of at least 75% of the ordinary shares represented and voting at the Meeting.

this purpose, a "controlling shareholder" is any shareholder that has the ability to direct the Company's

activities (other than by means of being a director or office holder of the Company), including a person who holds 25% or more

of the voting rights in the general meeting of the Company if there is no other person who holds more than 50% of the voting rights

in the Company; for the purpose of a holding, two or more person holding voting rights in the Company each of which has a personal

interest in the approval of the transaction being brought for approval of the company shall be considered to be joint holders.

A person is presumed to be a controlling shareholder if it holds or controls, by himself or together with others, one half or

more of any one of the "means of control" of a company.

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.

interest" personal interest of a person in an action or transaction of a company, including a personal interest of any

of the said person's relative and of other company that the said person or relative hold 5% or more of such company's

issued shares or voting rights, including the personal interest of a person voting pursuant to a proxy 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 ordinary shares of a company.

you do not state whether you are a controlling shareholder or have personal interest with respect to Proposals no. 1b-9, your

shares will not be voted for Proposals no. 1b-9.

respect to the proposals 1 and 2, and pursuant to sections 267A(c), 273(b), 272(c)(3) and 272(c1)(2) to the Israeli Companies

Law, the board of directors may approve Proposals 1 and 2 even if such proposal is voted against at the Meeting, so long as the

compensation committee and the board of directors are convened after such Meeting and determine, based on disclosed reasons, that

the approval of the Proposals is for the benefit of the Company, despite the results of the Meeting.

shareholders of record at the close of business on May 1, 2019 (hereinafter: the "Record Date") will be entitled

to vote at the Meeting, and any adjournments or postponements thereof. At such time, each issued and outstanding ordinary TASE

share, no par value each ("Shares"), shall entitle its holder to one vote on each matter properly submitted

or not you plan to attend the Meeting, it is important that your ordinary shares be represented. Accordingly, if you do not attend

the Meeting in person, you are urged to promptly complete, date and sign a proxy card and to mail it in the envelope provided

at your earliest convenience, so that it is received by the Company no later than 4 hours prior to the Meeting. Return of your

proxy card does not deprive you of your right to attend the Meeting, to revoke the proxy or to vote your shares in person. Holders

of American Depositary Shares ("ADSs") representing the Company's Shares are not entitled to attend or

vote at the meeting but are entitled to instruct The Bank of New York Mellon (the "Depositary") how to vote

the amount of shares the ADSs represent. A voting instruction card from the holder of ADSs must be received by the Depositary

no later than 12:00 p.m. EST on 23 May, 2019_, to be validly included in the tally of votes for the Meeting.

registered in the Company's shareholders' register in Israel, and shareholders who hold Ordinary Shares through members

of the Tel Aviv Stock Exchange Ltd. ("TASE"), may also vote through the attached proxy by completing, dating,

signing and mailing the proxy to Adv. Ilan Gerzi, at offices of Pearl Cohen Zedek Latzer Baratz, Azrieli Sarona Tower, 121 Menachem

Begin Rd., 53rd. floor, Tel-Aviv, 6701203 (the "legal Counsels" and the "Legal Counsels Address")

no later than 48 hours prior to the scheduled date of the Meeting. Shareholders registered in the Company's shareholders

register in Israel, and shareholders who hold Shares through members of the TASE who vote their Share by proxy, must also provide

the Company, through the Legal Counsels' Address with a copy of their identity card, passport or certification of incorporation,

shareholder registered in the Company's shareholders register in Israel and shareholders who hold ordinary shares through

members of the TASE must deliver the Company through the Legal Counsels, no later than 4 hours prior to the scheduled date of

the 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.

wishing to express their position on an agenda item for this Meeting may do so by submitting a written statement ("Position

Statement") to Adv. Ilan Gerzi, at offices of Pearl Cohen Zedek Latzer Baratz, Azrieli Sarona Tower, 121 Menachem Begin

Rd., 53rd. floor, Tel-Aviv, 6701203, upon prior notice and during regular working hours (telephone number: +972-3-303-9000) not

later than ten (10) days before the Meeting.

at the Meeting will be commenced if a quorum is present. A quorum is constituted by one or more shareholders who are present in

person or by proxy, and who hold or represents shares holding in the aggregate at least ten (10%) percent of the voting rights

in the Company. If a quorum is not present within half an hour of the time designated for the Meeting, the Meeting will be adjourned

to June 3, 2019, at the same time and place. At the adjournment Meeting, any number of shareholders who are present in person

or proxy, or who have delivered a proxy card, will constitute a quorum.

wording of the resolutions to be voted at the Meeting and relevant documents thereto may be inspected at the Company's offices

during normal business hours and by prior coordination with the CFO of the Company (tel: +972-9-7694601; fax: +972-9-7442446).

GENERAL MEETING OF SHAREHOLDERS

be held on, 28th May, 2019

is hereby given that an Extraordinary Meeting of Shareholders (the "Meeting") of BiondVax Pharmaceuticals Ltd.

("BiondVax" or the "Company") will be held at the offices of Pearl Cohen Zedek Latzer Baratz,

Legal Counsel to the Company, at Azrieli Sarona Tower, 121 Menachem Begin Rd., 53rd. floor, Tel-Aviv, 6701203, Israel on 28th