THERAPIX

AND SPECIAL GENERAL MEETING OF SHAREHOLDERS

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 Tuesday, July 28, 2020 at 9:00 a.m. (Eastern Time) / 4:00 p.m. (Israel time).

Meeting is being called for the following purposes:

Board of Directors recommends that you vote in favor of the Proposals 1 through 7, which are described in the attached

Proxy Statement and vote against Proposal 8.

of record at the close of trading on July 7, 2020 (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).

of Proposals 1, 2, 3, 4, 6, 7 and 8 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; Proposal 5 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

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;

form of proxy 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.

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.

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

The Company's management

will ensure that the guidelines and instructions of the Israeli government, the Ministry of Health and local authorities are strictly

implemented during the Meeting, including with regard to gatherings and social spacing. Shareholders who wish to participate in

person or through a designated representative on their behalf are asked to follow the instructions of the Israeli authorities

regarding the Covid-19 pandemic.

Regarding Compensation

about the compensation granted to the Company's four 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, 2019 can be found under Item 6.B. (page 82) of the Company's Annual Report on Form 20-F for the year ended December

31, 2019 filed with the Securities and Exchange Commission on June 15, 2020.

AND SPECIAL GENERAL MEETING OF SHAREHOLDERS

The enclosed proxy is being solicited by

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

for use at the Company's Annual and Special General Meeting of shareholders of the Company (the "Meeting")

to be held on Tuesday, July 28, 2020 at 9:00 a.m. (Eastern Time) / 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

record date for determining which of the Company's shareholders is entitled to notice of, and to vote at, the Meeting is

established as of the close of trading on July 7, 2020 (the "Record Date").

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 the Company's 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, Tuesday, August 4, 2020 at 9:00 a.m. (Eastern Time) / 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.

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 on that date.

to the Israeli Companies Law, 5799-1999 (the "Israeli Companies Law"), each of Proposals 1, 2, 3, 4, 6 7 and

8 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"). Proposal 5 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

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; (a "Special Majority").

Company's Board of Directors has nominated the current directors named below for re-appointment as directors to serve for

an additional term, commencing on the date of the Meeting until the Company's next annual general meeting of the Company's

shareholders. In the absence of instructions to the contrary, the persons named in the enclosed proxy will vote the Ordinary Shares

represented thereby "FOR" the election of each of the directors listed below. If any of such directors is unable to

serve, the persons named in the proxy shall vote the Ordinary Shares for the election/re-election of such other nominee/director

as the Board of Directors may propose.

required by the Israeli Companies Law and the regulations promulgated thereunder, each director candidate has attested to the

Board of Directors and the Company that he meets all the requirements in connection with the appointment of directors of publicly

traded companies. As required by the Israeli Companies Law, all director candidates have declared in writing that they possess

the requisite criteria, skills and expertise, as well as sufficient time, to perform their duties as a director of the Company.

Company's Articles of Association provide that the number of directors shall be set by the general meeting of the shareholders

provided that it will consist of not less than three and not more than twelve directors. The current Board of Directors consists

of six members, of which Dr. Shmulewitz and Mr. Simes are Board members which were elected at the previous annual general meeting

of the Company, and the rest of the four directors, consisting of Mr. Bar-Lev (who also serves as the Company's Chief Executive

Officer), Mr. Violette, Prof. Shamiss and Mr. Webber, are newly appointed board members who were appointed to fill vacancies as