THERAPIX

THERAPIX BIOSCIENCES LTD.

ANNUAL AND SPECIAL GENERAL MEETING OF

Notice is hereby given that the Annual

and Special General Meeting of the shareholders (the "Meeting") of Therapix Biosciences Ltd. (the "Company")

will be held at the offices of the Company at 4 Ariel Sharon Street, HaShahar Tower, 16th Floor, Givatayim 5320047,

Israel, on Wednesday, January 15, 2020 at 9:00 a.m. (EST) / 4:00 p.m. (Israel time).

The Meeting is being called for the following

The Board of Directors recommends that

you vote in favor of the proposals, which are described in the attached Proxy Statement.

Shareholders of record at the close of

trading on December 17, 2019 (the "Record Date"), are entitled to notice of and to vote at the Meeting, either

in person or by appointing a proxy to vote in their stead at the Meeting (as detailed below).

Each of Proposals 1, 2, 3 and 6 (the last

proposal is with respect to members of the Board of Directors, namely Amit Berger, Zohar Heiblum, Stephen M. Simes, Eric So and

Dr. Yafit Stark), to be presented at the Meeting requires the affirmative vote of holders of at least a majority of the Ordinary

Shares voted in person or by proxy at the Meeting; Each of Proposals 4, 5, and 6 (the last proposal is with respect to non-board

members executives of the Company, namely Dr. Ascher Shmulewitz, Dr. Adi Zuloff-Shani and Oz Adler) requires the affirmative vote

of at least a majority of the Ordinary Shares voted in person or by proxy at the Meeting, as long as either: (1)

the majority of Ordinary Shares that voted for the approval of the respective proposal includes at least a majority of the shares

held by non-controlling or disinterested shareholders voted at the Meeting (excluding abstaining votes); or (2) the

total number of shares of shareholders referred to in sub-section 1 above that voted against the approval of the respective proposal

does not exceed two percent (2%) of the aggregate voting rights in the Company. In the counting of the votes of the aforesaid shareholders

voting, abstaining votes shall not be taken into account; Proposal 7 requires the affirmative vote of at least a majority of the

Ordinary Shares voted in person or by proxy at the Meeting, as long as either: (1) the majority of Ordinary Shares

that voted for the approval of the respective proposal includes at least a majority of the shares held by disinterested shareholders

voted at the Meeting (excluding abstaining votes); or (2) the total number of shares of shareholders referred to

in sub-section 1 above that voted against the approval of the respective proposal does not exceed two percent (2%) of the aggregate

voting rights in the Company. In the counting of the votes of the aforesaid shareholders voting, abstaining votes shall not be

for use at the Meeting is attached to the Proxy Statement, and a voting instruction form, together with a return envelope, will

be sent to holders of American Depositary Shares representing the Company's Ordinary Shares ("ADS"). By

appointing "proxies", shareholders and ADS holders may vote at the Meeting whether or not they attend. If a properly

executed proxy in the attached form is received by the Company at least four hours prior to the Meeting, all of the Ordinary Shares

represented by the proxy shall be voted as indicated on the form. ADS holders should return their voting instruction form by the

date set forth therein. Subject to applicable law, in the absence of instructions, the Ordinary Shares represented by properly

executed and received proxies will be voted "FOR" the proposed resolutions to be presented at the Meeting for which

the Board of Directors recommends a vote "FOR." Shareholders and ADS holders may revoke their proxies or voting instruction

form (as applicable) at any time before the deadline for receipt of proxies or voting instruction form (as applicable) by filing

with the Company (in the case of holders of Ordinary Shares) or with the Bank of New York Mellon (in the case of holders of ADSs)

a written notice of revocation or duly executed proxy or voting instruction form (as applicable) bearing a later date.

Shareholders registered in the Company's

shareholders' register in Israel, and beneficial owners who hold their shares through members of the Tel Aviv Stock Exchange

("TASE") may also (i) vote their shares in person at the Meeting by presenting a certificate of ownership signed

by a member of the TASE which complies with the Israel Companies Regulations (Proof of Ownership of Shares for Voting at General

Meeting), 5760-2000 as proof of ownership of the shares on the Record Date, or (ii) send such certificate along with a duly executed

proxy and including a copy of their identity card, passport or certification of incorporation, as the case may be, to the Company's

Registered Address, Attention: Mr. Oz Adler, not less than 48 hours prior to the Meeting. In addition, shareholders of record (other

than the Bank of New York Mellon) can surrender their shares with the Bank of New York Mellon in order to convert such shares to

ADSs and vote as a holder of ADSs with the Bank of New York Mellon, provided such shareholders of record complete such conversion

and registration of said shares to ADSs with the Bank of New York Mellon prior to the Record Date.

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

Disclosure Regarding Compensation

Information about the compensation granted

to the Company's three most highly compensated officers (in the absence of five such officers as prescribed under the Israeli

Companies Law and regulations promulgated therein) during or with respect to the year ended December 31, 2018. Such information

can be found under Item 6.B. (page 75) of the Company's Annual Report on Form 20-F for the year ended December 31, 2018 filed

with the Securities and Exchange Commission on May 15, 2019.

THERAPIX BIOSCIENCES LTD.

ANNUAL AND SPECIAL GENERAL MEETING OF

The enclosed proxy is being solicited

by the board of directors (the "Board of Directors") of Therapix Biosciences Ltd. (the "Company")

for use at our Annual and Special General Meeting of shareholders of the Company (the "Meeting") to be held

on Wednesday, January 15, 2020 at 9:00 a.m. (EST) / 4:00 p.m. (Israel time), or at any adjournment thereof, at the offices of

the Company at 4 Ariel Sharon Street, HaShahar Tower, 16th Floor, Givatayim 5320047, Israel. Upon the receipt of a properly executed

proxy in the form enclosed, the persons named as proxies therein will vote the ordinary shares, par value New Israeli Shekels

("NIS") 0.10 each, of the Company (the "Ordinary Shares") covered thereby in accordance

with the directions of the shareholders executing the proxy. In the absence of such directions, and except as otherwise mentioned

in this proxy statement, the Ordinary Shares represented thereby will be voted in favor of the proposal described in this proxy

The record date for determining which of

our shareholders is entitled to notice of, and to vote at, the Meeting is established as of the close of trading on December 17,

2019 (the "Record Date").

INFORMATION CONCERNING VOTING

At least three shareholders who attend

the Meeting in person or by proxy who hold or represent together at least 30% of the voting rights of our issued share capital

shall constitute a quorum for the Meeting. If within half an hour from the time the Meeting is convened a quorum is not present,

the adjourned meeting shall be held one week later, Wednesday, January 22, 2020 at 9:00 a.m. (EST) / 4:00 p.m. (Israel time).

If a quorum is not present at the adjourned meeting within half an hour from the time appointed for such meeting, any number of

shareholders present personally or by proxy shall be deemed a quorum and shall be entitled to deliberate and to resolve in respect

of the matter for which the Meeting was convened. Abstentions and broker non-votes are counted as Ordinary Shares present for

the purpose of determining a quorum.

You are entitled to vote at the Meeting

if you were a shareholder at the close of trading on the Record Date. Subject to the terms described herein, you are also entitled

to vote at the Meeting if you held Ordinary Shares through a bank, broker or other nominee which was a shareholder of record of

the Company at the close of trading on the Record Date or which appeared in the participant listing of a securities depository

Pursuant to the Israeli Companies Law,

5799-1999 (the "Israeli Companies Law" or "ICL"), each of Proposals 1, 2, 3 and 6 (the last

proposal is with respect to members of the Board of Directors, namely Amit Berger, Zohar Heiblum, Stephen M. Simes, Eric So and

Dr. Yafit Stark), described hereinafter requires the affirmative vote of shareholders present at the Meeting, in person or by proxy,

and holding Ordinary Shares of the Company amounting in the aggregate to at least a majority of the votes actually cast by shareholders

with respect to such proposals (a "Simple Majority"). Each of Proposals 4, 5, and 6 (the last proposal is with

respect to non-board members executives of the Company, namely Dr. Ascher Shmulewitz, Dr. Adi Zuloff-Shani and Oz Adler), requires

the affirmative vote of at least a majority of the Ordinary Shares voted in person or by proxy at the Meeting, as long as either:

(1) the majority of Ordinary Shares that voted for the approval of the respective proposal includes at least a majority

of the shares held by non-controlling or disinterested shareholders voted at the Meeting (excluding abstaining votes); or (2)

the total number of shares of shareholders referred to in sub-section 1 above that voted against the approval of the respective

proposal does not exceed two percent (2%) of the aggregate voting rights in the Company. In the counting of the votes of the aforesaid

shareholders voting, abstaining votes shall not be taken into account; Proposal 7 requires the affirmative vote of at least a

majority of the Ordinary Shares voted in person or by proxy at the Meeting, as long as either: (1) the majority of

Ordinary Shares that voted for the approval of the respective proposal includes at least a majority of the shares held by disinterested

shareholders voted at the Meeting (excluding abstaining votes); or (2) the total number of shares of shareholders