UROGEN PHARMA LTD. 9 Ha Ta asiya Street, Ra anana 4365007, Israel

9 Ha Ta asiya Street, Ra anana 4365007, Israel

You are cordially invited to attend the extraordinary meeting (the Meeting ) of shareholders of UroGen Pharma Ltd.

(the Company ) to be held on February 14, 2018 at 5:00 P.M., EST, at the offices of the Company at 499 Park Avenue, Suite 1200, New York, New York 10022-1240, U.S.A.

At the Meeting, you will be asked to consider and vote on the proposals set forth in the proxy statement relating to the Meeting (the

Whether or not you plan to attend, and vote your shares in person at, the Meeting, it is

important that your ordinary shares be represented and voted at the Meeting. Accordingly, after reading the Proxy Statement, please complete, sign, date and mail the enclosed proxy card in the envelope provided so that it will be received no later

than the time fixed for the Meeting. If you hold your shares in street name through a broker, bank or other nominee, please vote in accordance with the instructions on such nominee s proxy card, which may include instructions about

voting by telephone or over the Internet.

The Company has fixed the close of business on January 9, 2018 as the record date for the

determination of shareholders entitled to notice of, and to vote on the matters proposed at, the Meeting and any adjournment or postponement thereof.

We look forward to seeing as many of you as can attend the Meeting. Thank you for your continued support.

9 Ha Ta asiya Street, Ra anana 4365007, Israel

NOTICE OF THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON FEBRUARY 14, 2018

The extraordinary meeting (the Meeting ) of shareholders of UroGen Pharma Ltd. ( UroGen

Pharma or the Company ) will be held on February 14, 2018 at 5:00 P.M. EST (GMT-5), at UroGen Pharma s offices at 499 Park Avenue, Suite 1200, New York, New

York 10022-1240, U.S.A. The Meeting is being called for the following purposes, in the following order:

The approval of each of Proposals 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15 and 16 requires the affirmative

vote of the holders of the majority of the shares present in person or represented by proxy and voted at the Meeting on the relevant proposal, excluding abstentions, provided that either: (i) such majority includes a majority of the shares

voted by shareholders who are not controlling shareholders and who do not have a personal interest in the resolution under the relevant proposal, excluding abstentions; or (ii) the total number of shares held by

shareholders who are not controlling shareholders and who do not have a personal interest in the resolution voted against the resolution does not exceed 2% (two percent) of the voting rights of the Company.

These proposals are described more fully in the enclosed proxy statement relating to the Meeting

(the Proxy Statement ), which we urge you to read in its entirety.

The Company s board of directors

recommends a vote FOR each of the proposals listed above and described in the Proxy Statement.

Shareholders of record at the

close of business on January 9, 2018 (the Record Date ), are entitled to notice of and to vote at the Meeting. The Proxy Statement and the proxy card will be mailed on or about January 17, 2018 to the shareholders

of record. Such proxy statement will also be furnished to the U.S. Securities and Exchange Commission (the SEC ) under cover of a Form 6-K and will be available on the Company s

investor relations website at http://investors.urogen.com/ and on the SEC s website at www.sec.gov.

Whether or not you plan to attend, and vote your shares in person at, the Meeting, you are asked to complete, date and sign the enclosed proxy

card and return it promptly in the pre-addressed envelope provided so that it is received by the Company no later than the time fixed for the Meeting or vote by telephone or over the Internet if you hold your

shares in street name and the voting instruction form provided by your bank, broker or nominee specifies such voting methods. Your returned proxy may be revoked at any time before it is voted, provided that you either: (i) return a

later-dated proxy card, or (ii) vote your shares in person at the Meeting if you are the record holder of the shares and can provide a copy of a certificate(s) evidencing your shares. If your shares are held in street name, meaning

in the name of a bank, broker or other record holder, you must either direct the record holder of your shares on how to vote your shares or obtain a legal proxy from the record holder to vote the shares at the Meeting on behalf of the

In accordance with, and subject to, the provisions of the Companies Law and the regulations promulgated thereunder,

shareholders holding at least 1% (one percent) of the outstanding voting rights in the Company may present proposals for consideration at the Meeting by submitting their proposals in writing to the Company no later than January 17, 2018,

provided that such proposal is appropriate for consideration by shareholders at the Meeting. Such proposals should be submitted in writing to us at the following address: UroGen Pharma Ltd., 499 Park Avenue, New York, New York 10022-1240, U.S.A.,

Attn: Gary S. Titus, Chief Financial Officer. If our board of directors determines that a shareholder proposal has been duly and timely received and is appropriate for inclusion in the agenda of the Meeting, we will publish a revised agenda for the

Meeting in accordance with the provisions of the Companies Law and the regulations promulgated thereunder by way of issuing a press release or furnishing a report on Form 6-K to the SEC, however, the Record

Date for the Meeting will not change.

9 Ha Ta asiya Street, Ra anana 4365007, Israel

MEETING OF SHAREHOLDERS

TO BE HELD ON FEBRUARY 14, 2018

We invite you to attend the extraordinary meeting (the Meeting ) of shareholders of UroGen Pharma Ltd.

( UroGen Pharma or the Company ). The Meeting will be held on February 14, 2018 at 5:00 P.M. EST (GMT-5), at UroGen Pharma s offices at 499 Park

Avenue, Suite 1200, New York, New York 10022-1240, U.S.A.

The shareholders will be asked to vote on the following proposals at the

Meeting, as further detailed below in this proxy statement (the Proxy Statement ), in the following order:

Our board of directors recommends that you vote FOR each of the proposals listed above and described in this Proxy Statement.

Currently, we are not aware of any other matters that will come before the Meeting.

Whether or not you plan to attend, and vote your shares in person at, the Meeting, our board of directors is asking that you complete, sign

and send in your proxy card, attached to this Proxy Statement (or vote by telephone or over the Internet, if your shares are held in street name through a bank, broker or other nominee and the voting instruction form provided by your

bank, broker or nominee specifies such voting methods), in order to be represented at the Meeting or at any adjournment or postponement thereof.

You are entitled to notice of and to vote at the Meeting if you were a shareholder of record at the close of business on

January 9, 2018 (the Record Date ). We are mailing copies of this Proxy Statement and the proxy card to such shareholders of record on or about January 17, 2018.

If your shares are registered directly in your name with our transfer agent, Computershare Trust Company, N.A of 250 Royall Street, Canton,

Massachusetts 02021, U.S.A., you are considered, with respect to those shares, the shareholder of record. In such case, these proxy materials are being sent directly to you. As the shareholder of record, you have the right to use the proxy card

included with this Proxy Statement to grant your voting proxy directly to Gary S. Titus, Chief Financial Officer of the Company (garyt@urogen.com) or to vote in person at the Meeting.

If your shares are held through a bank, broker or other nominee, they are considered to be held in street name and you are the

beneficial owner with respect to those shares. A beneficial owner as of the Record Date has the right to direct the bank, broker or nominee how to vote shares held by such beneficial owner at the Meeting. If your shares were held in street

name, as of the Record Date, these proxy materials are being forwarded to you by your bank, broker or nominee who is considered, with respect to those shares, as the shareholder of record, together with a voting instruction card for you to use

in directing the bank, broker or nominee how to vote your shares. You also may attend the Meeting. Because a beneficial owner is not a shareholder of record, you may not vote those shares directly at the Meeting unless you obtain a legal

proxy from the bank, broker or other nominee that holds your shares directly, giving you the right to vote the shares at the Meeting. Brokers who hold shares in street name for clients typically have authority to vote on

routine proposals even when they have not received instructions from beneficial owners. None of the items on the agenda of the Meeting are considered routine. Absent specific instructions from the beneficial owner of the shares, brokers

are not allowed to exercise their voting discretion, among other things, with respect to the election of directors or any matter that relates to executive compensation; and therefore, a broker

non-vote occurs with respect to such uninstructed shares. Therefore, it is important for a shareholder that holds ordinary shares through a bank or broker to instruct its bank or broker how to vote its

shares, if the shareholder wants its shares to count for all proposals.

Attached is the proxy card for the Meeting that is being solicited by our board of directors. You can vote your shares by attending the

Meeting or by completing and signing this proxy card. We will not be able to count a proxy card unless we receive it at our offices at 499 Park avenue, New York, New York 10022-1240, U.S.A., or our registrar and transfer agent receives it in

the enclosed envelope, by no later than the time fixed for the Meeting.

If you hold your shares in street name, then you

received this Proxy Statement from the broker, bank or other nominee, along with such nominee s voting instruction card which includes voting instructions. Because a beneficial owner is not a shareholder of record, you may not vote those shares

directly at the Meeting unless you obtain a legal proxy from the bank, broker or other nominee that holds your shares directly, giving you the right to vote the shares at the Meeting. Absent specific instructions from the beneficial

owner of the shares, brokers are not allowed to exercise their voting discretion on non-routine matters, as described above.

How to Change Your Vote or Revoke Your Proxy

A shareholder may revoke a proxy in one of the following ways: (i) by written notice delivered to us at our offices at 499 Park avenue,

New York, New York 10022-1240, U.S.A., Attn: Gary S. Titus, Chief Financial Officer, prior to the time of the Meeting canceling the proxy, (ii) by written notice of the revocation of the proxy delivered at the Meeting to the Chairperson of the

Meeting, or (iii) by attending and voting in person at the Meeting. To revoke the proxy by attending the Meeting, you must provide a copy of the certificate(s) evidencing that you are the record holder of those shares and proceed to request

their respective previously returned proxy card be revoked.

If you hold shares in street name you must contact your bank,

broker or other nominee to revoke any prior voting instructions.

Quorum and Required Vote

As of December 31, 2017, there were 13,751,390 ordinary shares outstanding. Each ordinary share is entitled to one vote upon each of

the matters to be presented and voted on at the Meeting.

As a foreign private issuer, we are permitted to comply with Israeli corporate

governance practices instead of certain requirements of The Nasdaq Stock Exchange rules (the Nasdaq Rules ), provided that we disclose those Nasdaq Rules with which we do not comply and the equivalent Israeli requirement

that we follow instead. We currently rely on this foreign private issuer exemption with respect to the quorum requirement for meetings of our shareholders. As permitted under the Companies Law, pursuant to our articles of association,

the quorum required for a general meeting of shareholders, such as the Meeting, consists of at least two (2) shareholders present in person, by proxy or by written ballot (if relevant), who hold or represent between them at least 33 1/3% of the

voting rights in the Company.

In addition, if a quorum is not present within half an hour from the time scheduled for the Meeting, the

Meeting will be adjourned for one week (to the same day, time and place), or to a later day, time and place if so specified in the notice of the meeting, unless such day shall fall on a statutory holiday (either in Israel or in the United States),

in which case the meeting will be adjourned to the first Business Day (as defined in the Company s articles of association) afterwards. If the original meeting was convened upon requisition under Section 63 of the Companies Law, any

number of shareholders who attend an adjourned meeting in person or by proxy and holding the number of shares required for making such requisition will constitute a quorum, but in any other case any two (2) shareholders present in person or by

proxy shall constitute a quorum at the adjourned meeting, regardless of the number of shares they hold or represent.

if a quorum is present in person or by proxy, broker non-votes and abstentions will have no effect on whether the requisite vote is obtained, as they do not constitute present and voting shares.

Under Israeli law, the approval of each of Proposals 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15 and 16 requires the affirmative

vote of the holders of the majority of the voting power present in person or represented by proxy and voted at the Meeting on the relevant proposal, excluding abstentions, provided that either: (i) such majority includes a majority of the

shares voted by shareholders who are not controlling shareholders and who do not have a personal interest in the resolution under the relevant proposal, excluding abstentions; or (ii) the total number of shares of