UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934

For the month of November 2016

Commission File Number: 001-37643

KITOV PHARMACEUTICALS HOLDINGS LTD.

(Translation of registrant's name into English)

One Azrieli Center, Round Tower, 23rd Floor, 132 Menachem Begin Road, Tel Aviv 6701101, Israel (Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

Further to our Notice of the 2016 Annual General Meeting of our Shareholders to be held on Monday, December 5, 2016 at 4:30 PM Israel time, at the offices of Kitov Pharmaceuticals Holdings Ltd. (hereinafter, the "Registrant" or the "Company") at One Azrieli Center, Round Tower, 23rd Floor, 132 Menachem Begin Road, Tel Aviv, Israel (the "Meeting"), which we previously published on our website on October 27, 2016 and which we also furnished to the SEC on Form 6-K, as well as submitted to the Israeli Securities Authority and Tel Aviv Stock Exchange, and made available on their respective websites for listed company reports: www.magna.isa.gov.il and www.maya.tase.co.il, we have published the Proxy Statement in connection with the Meeting, which is being furnished hereby to the SEC. We are also publishing a form of the Voting Instruction Form for holders of our American Depositary Shares ("ADSs") which will be distributed to holders of our ADSs by BNY Mellon, the Depositary of our ADS program.

This report on Form 6-K, including the Proxy Statement, will also be submitted to the Israeli Securities Authority and Tel Aviv Stock Exchange, and available on their respective websites for listed company reports: www.magna.isa.gov.il and www.maya.tase.co.il, and will also be made available on our corporate website at http://kitovpharma.investorroom.com/Shareholder-Meetings.

Information contained on, or that can be accessed through, our website does not constitute a part of this Form 6-K, nor does it form part of the proxy solicitation materials in connection with the Meeting. We have included our website address in this Form 6-K solely as an inactive textual reference. We will post on our website any materials in connection with the Meeting required to be posted on such website under applicable corporate or securities laws and regulations.

This report on Form 6-K of the Registrant consists of the following documents, which are attached hereto and incorporated by reference herein:

Exhibits

99.1 Proxy Statement, including Voting Slip for holders of Ordinary Shares

99.2 Voting Instruction Form for holders of American Depositary Shares

This Form 6-K, including all exhibits hereto, is hereby incorporated by reference into the Registration Statement on Form S-8 filed by the Registrant under the Securities Act of 1933 on May 20, 2016.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

KITOV PHARMACEUTICALS HOLDINGS LTD.

Date: November 2, 2016 By: /s/ Avraham Ben-Tzvi

Avraham Ben-Tzvi, Adv. General Counsel & Company Secretary

KITOV PHARMACEUTICALS HOLDINGS LIMITED

2016 Annual General Meeting

of Shareholders

December 5, 2016

Proxy Statement

November 2, 2016

Dear Kitov Shareholder,

It has been more than three years since the listing of Kitov on the Tel Aviv Stock Exchange, and almost a year since our initial public offering on the NASDAQ. Once again, I would like to reach out to you and update you on the status of the Company at this time and as to Kitov's plans for the future.

2016 marked many important achievements in advancing our lead drug candidate, KIT-302, towards commercialization through an NDA submission. The Company has innovative and groundbreaking products and exceptional human capital as it continues its direction of bringing new innovative drugs to market.

The Company's principal activities during the past year included:

Successful completion of all required KIT-302 pharmacokinetic (PK) bioequivalence (BE) studies
Successful completion of initial chemical stability testing of pivotal batches of KIT-302
Receipt of Notice of Allowance and subsequent issuance of a patent from the U.S. Patent and Trademark Office for claims covering important treatment methodologies, which form the basis of KIT-302
Follow-on public offering for an equity raise on the NASDAQ of \$12 million of gross proceeds

Goals to be achieved in the coming year:

Issuance of KIT-302's clinical trial full study report
Completion of six-month stability testing of KIT-302
Submission of New Drug Application to the FDA for KIT-302
Performance of a renal (kidney) function clinical trial to demonstrate the beneficial effects of KIT-302 on kidney function
Establishment of business development channels for Company products

In the area of the Company's financial position, we are very proud of the fact that the Company completed another successful public offering for its American Depositary Shares (ADSs) listed on the NASDAQ Capital Market (the "NASDAQ") in the United States. I believe that the NASDAQ listing and the success of our public offerings in the United States continue to lead to increased global interest in the Company.

With our recent achievements in successfully completing our BE studies, and the receipt of a US patent covering KIT-302, we believe that we are now well on our way to generate significant value for our shareholders.

I invite you to join us in person at the 2016 Annual Meeting. However, whether or not you plan to attend in person, it is important that your shares be represented. Accordingly, please submit your vote with respect to the proposals listed on the agenda in one of the manners indicated on the Proxy Statement at your earliest convenience. I encourage your participation and engagement, and I, together with the rest of Kitov's management, am always open to hear your concerns and feedback.

I am proud of all that we have accomplished over the past year. The Board and management team have continued to take significant steps to improve the Company's operations, performance, financial position and governance. I am excited about the future as we proceed with the submission of our new drug application to the FDA, and continue to pursue additional opportunities for additional products. As we look ahead, Kitov intends to continue on our path of growth and value creation in the year to come. Thank you for your continued support.

Sincerely,

John Paul Waymack M.D., Sc.D. Chairman of the Board of Directors

Proxy Statement

Notice is hereby given that the 2016 Annual General Meeting of Shareholders (the "Meeting" or the "Annual Meeting") of Kitov Pharmaceuticals Holdings Limited ("Kitov" or the "Company") will be held at our executive offices at One Azrieli Center, Round Tower, 23rd Floor, 132 Menachem Begin Road, Tel Aviv, Israel (the "Company Offices") on Monday, December 5, 2016, at 4:30 p.m. local time.

Record Date; Shareholders Entitled to Vote; Admission

Only shareholders of record at the close of business in New York on Wednesday, November 2, 2016 (hereinafter: the "Record Date") will be entitled to vote at the Annual Meeting, and any adjournments or postponements thereof. At such time, each issued and outstanding ordinary share, with no par value, shall entitle its holder to one vote on each matter properly submitted at the Meeting. Each American Depositary Share ("ADS") representing twenty (20) such ordinary shares shall entitle the holder of the ADS to twenty (20) votes on each matter properly submitted at the Annual Meeting. As of November 1, 2016, we had 153,237,188 ordinary shares outstanding eligible to vote at shareholders meetings. The 153,237,188 issued and outstanding ordinary shares would be represented by 7,661,859 of our ADSs.

A shareholder, whose shares are registered with a Tel Aviv Stock Exchange ("TASE") member and are not registered on the Company's shareholder's register, is entitled to receive from the TASE member who holds the shares on the shareholder's behalf, by e-mail, for no charge, a link to the text of the Proxy Statement and Voting Slip, and to any Position Statements posted on the Israel Securities Authority ("ISA") website, unless the shareholder gave notice that he or she is not so interested; provided, that the notice was given with respect to a particular securities account, prior to the Record Date. A shareholder, whose shares are registered with a member of the TASE, is required to prove his or her share ownership to vote at the Meeting in accordance with the Companies' Regulations (Proof of Ownership of A Share for the Purpose of Voting at the General Meeting), 5760-2000. Such shareholder shall provide us with an ownership certificate (as of the Record Date) from that TASE member and is entitled to receive the ownership certificate in the branch of the TASE member or by mail to his address (in consideration of mailing fees only), if the shareholder so requested. Such a request will be made in advance for a particular securities account. Alternatively, shareholders who hold shares through members of the TASE may vote electronically via the electronic voting system of ISA up to six (6) hours before the time fixed for the Meeting. You should receive instructions about electronic voting from the TASE member through which you hold your shares.

Attendance in person at the Annual Meeting will be limited to shareholders, their legal proxy holders or their authorized persons only. To gain admission to the Annual Meeting, one must have a form of government-issued photograph identification and proof of share ownership as of the Record Date, issued by a broker or bank. Legal proxy holders and authorized persons will also need to submit, in addition to proof of share ownership as of the Record Date, a document of appointment, in accordance with our Amended and Restated Articles of Association.

Voting Instruments

Whether or not you plan to attend the Meeting, it is important that your shares be represented. In accordance with Section 182(b) of the Companies Law, 5759-1999 (hereinafter: the "Companies Law"), anyone holding ordinary shares of the Company at the end of the trading day on the Record Date shall be entitled to participate in the Meeting and to vote in person or by proxy, by appointing a proxy to vote (hereinafter: the "Proxy Letter") which shall be in writing and signed by the appointing party or their authorized attorney, and if the appointing party is a corporation the appointment shall be in writing signed by authorized corporate signatories together with the company stamp, or by authorized attorney. The Proxy Letter, or a copy satisfactory to the Company Secretary, must be deposited at the Company Offices or the place designated for the Meeting no later than 48 hours prior to the time scheduled for the Meeting at which the person noted in the Proxy Letter intends to vote. However, the Meeting chairman is entitled to waive this requirement with respect to all participants at the Meeting, and to accept all the Proxy Letters at the commencement of the Meeting, subject to the presentation of proof of share ownership. A Proxy Letter held by a participant at the meeting which is dated more than 12 months from the signature date shall be considered invalid.

This Proxy Statement also serves as a Notice to the Shareholders of a General Meeting at a Public Company pursuant to Regulation 4 of the Companies Regulations (Notice and Announcement of General Meeting and Class Meeting in Public Company and the Addition of a Matter to the Agenda), 5760-2000 (the "Notice Regulations"), as well as a Voting Slip pursuant to the Companies Regulations (Voting Slip and Position Statements), 5766-2005 (the "Voting Slip Regulations"). With respect to certain matters on the agenda of the Meeting, a shareholder holding our ordinary shares may also vote via the Voting Slip included at the end of this Proxy Statement. The sites where one can find the form of the Voting Slip and Position Statements (if any) as per their meanings under Sections 87 and 88 of the Companies Law and under the Voting Slip Regulations are as follows: on the distribution site of ISA, at www.magna.isa.gov.il (hereinafter: "Distribution Site"), and on the website of the TASE for listed company reports, at www.maya.tase.co.il (hereinafter: the "TASE Website"). A shareholder may contact us directly and receive the form of the Voting Slip and Position Statements (if any), or at such holder's consent, links to the text of the Voting Slip at the Distribution Site. A shareholder whose securities are registered with a TASE stock exchange member is entitled to receive certification of ownership from such member such that the holder can vote at the Meeting and send a timely Voting Slip as required. Voting by Voting Slip shall be by checking the applicable boxes on the Voting Slip included at the end of this Proxy Statement, as published on the Distribution Site. All Voting Slips (together with proofs of ordinary share ownership, and all documents required to be submitted therewith) must be delivered to the Company Offices set forth above, such that the Voting Slip arrives no later 4 hours prior to the designated time of the Meeting, namely by no later than Monday, December 5, 2016, 12:30 p.m. Israel Time.

A shareholder not registered in our share register, namely a shareholder pursuant to Section 177(1) of the Israeli Companies Law (namely – one to whose credit a share of the Company is recorded at a TASE member, and such share is included in the Company's share register under the name of our Registration Company) may also vote via Electronic Voting Slip which will be delivered to us via the Electronic Voting System being operated pursuant to Section B of Chapter G'2 of the Securities Law, 5728-1968 (the "Securities Law"). Voting via Electronic Voting Slips will be allowed until six (6) hours prior to the Meeting commencement, namely by no later than Monday, December 5, 2016, 10:30 a.m. Israel Time.

ADS holders should return their BNY Mellon form of Voting Instruction Form for holders of our ADSs by no later than the date and time set forth on such Voting Instruction Form, namely by no later than Tuesday, November 29, 2016, 12:00 p.m. EST.

Forms of each of the Voting Slip and the BNY Mellon Voting Instruction Form for holders of the Company's ADSs will also be furnished to the Securities and Exchange Commission (the "SEC" or the "Commission") on Form 6-K, and will be made available to the public on the Commission's website at www.sec.gov. Each of these will also be filed with ISA and TASE and will be available on their respective websites for listed company reports at: www.magna.isa.gov.il and www.maya.tase.co.il.

Quorum, Required Vote and Voting Procedures

As a foreign private issuer, we are permitted to comply with Israeli corporate governance practices instead of certain requirements of The NASDAQ Stock Market 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 (the "foreign private issuer exemption"). 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, and pursuant to our Amended and Restated Articles of Association, the quorum required for the Meeting consists of at least two shareholders who are present at the Meeting, in person, by Proxy Letter, by Voting Slip (paper or electronic) or otherwise represented at the Meeting by their authorized persons (hereinafter, "Valid Meeting Participants"), and who hold in the aggregate twenty-five percent or more of the paid-up share capital of the Company, (instead of 33 1/3% of the issued share capital provided under the NASDAQ Rules). Abstentions and "broker non-votes", as well as any abstentions by ADS holders with respect to our ordinary shares held by the Depositary, 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 Monday, December 12, 2016 at 4:30 p.m. (Israel Time) at the Company Offices. Should such legal quorum not be present one half hour after the time set for the adjourned meeting, any two shareholders present as Valid Meeting Participants will then constitute a legal quorum.

The affirmative vote of the holders of a majority of the Company's ordinary shares, participating and voting at the Meeting as Valid Meeting Participants, is required to adopt each of the proposals to be presented at the Meeting.

Under the terms of the Depositary Agreement among the Company, BNY Mellon (which acts as the Depositary) and the holders of our ADSs, upon the written request of an owner of ADSs, as of the date of the request or, if a record date was specified by the Depositary, as of that record date, received by the Depositary on or before any instruction cutoff date established by the Depositary in its notices to ADS holders, the Depositary shall, endeavor, in so far as practicable, to vote or cause to be voted the number of deposited ordinary shares represented by those ADSs in accordance with the instructions set forth in that request. We have instructed the Depositary to disseminate a notice of the Meeting, and have given the Depositary notice of the Meeting, details concerning the matters to be voted upon and copies of materials to be made available to holders of ordinary shares in connection with the Meeting not less than 30 days prior to the Meeting date. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the deposited ordinary shares other than (a) in accordance with instructions given by owners and received by the Depositary; or, (b) as provided in the following sentences. If no instructions are received by the Depositary from an owner of ADSs with respect to a matter and a number of ADSs of that owner on or before the instruction cutoff date set forth on the BNY Mellon Voting Instruction Form, the Depositary shall deem that owner to have instructed the Depositary to give a discretionary proxy to a person designated by us with respect to that matter and the number of ordinary shares of the Company represented by that number of ADSs, and the Depositary shall give a discretionary proxy to a person designated by us to vote that number of ordinary shares of the Company as to that matter, except that no instruction of that kind shall be deemed given and no discretionary proxy shall be given with respect to any matter as to which we inform the Depositary (and we agree to provide such information as promptly as practicable in writing, if applicable) that (x) we do not wish a proxy given, (y) substantial shareholder opposition exists, or (z) the matter materially and adversely affects the rights of holders of shares.

All ordinary shares represented by properly executed Proxy Letters, Voting Slips, or Electronic Voting Slip instructions, which are received prior to the applicable deadline with respect to such voting instrument, and not revoked prior to, or at, the Meeting in accordance with the procedures described in the Proxy Statement or under applicable law, will be voted as specified in the instructions indicated in such voting instruments. Subject to applicable law and the NASDAQ Rules, in the absence of such instructions, the ordinary shares represented by properly executed and received voting instruments will be voted "FOR" all of the proposed resolutions to be presented at the Meeting.

We are 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 and present at the Meeting shall vote according to their own judgment on those matters.

Shareholder Proposals

Under Israeli law, one or more shareholders holding, in the aggregate, 1% or more of the voting rights of the Company (hereinafter, "Proposing Shareholder(s)") may request to include a proposal on the agenda of a shareholders meeting (including proposing the nomination of a candidate to our Board of Directors (the "Board of Directors") for consideration by the Board of Directors) by submitting such proposal within seven days of publication of our notice with respect to a general meeting of our shareholders (a "Meeting Agenda Addition"). Accordingly, any Proposing Shareholder(s) may request to include a Meeting Agenda Addition proposal on the agenda of this Meeting by submitting such proposal in writing to us no later than Thursday, November 3, 2016, 11:30 p.m. Israel time, at the Company Offices, Attn: Avraham Ben-Tzvi, Adv., General Counsel & Company Secretary.

Under Article 62 of our Amended and Restated Articles of Association, a shareholder (including two or more shareholders that are acting in concert, also referred to as "Proposing Shareholder(s)") holding, in the aggregate, at least one percent of the voting rights in the Company may request, subject to the Companies Law, that our Board of Directors include a proposal on the agenda of a general meeting to be held in the future, provided that the Company Secretary has been given timely notice by the Proposing Shareholder(s) of such request in writing (a "Proposal Request"), and the Proposal Request complies with all the requirements set forth in our Amended and Restated Articles of Association, and any applicable law and stock exchange rules, in Israel or abroad. To be considered timely, a Proposal Request, in respect of any general meeting, must be delivered, either in person or by certified mail, postage prepaid, and received at the Company Offices no later than fourteen (14) days after the date of first publication by us of our annual consolidated financial statements, preceding the annual general meeting at which the shareholders are to receive the consolidated financial statements for such year. The Company has not received any such Proposal Request during 2016.

If a Meeting Agenda Addition or Proposal Request is to nominate a candidate for election to our Board of Directors, the Proposing Shareholder(s) must provide (a) a declaration signed by the nominee and any other information required under the Companies Law, (b) all of the information set forth under Regulation 26(a) of the Securities Regulations (Periodic and Immediate Reports), 5730-1970 (the "Israeli Reporting Regulations"), (c) additional information in respect of the nominee as would be required in response to the applicable disclosure requirements in Israel or abroad, including those of Item 6A (directors and senior management), Item 6E (share ownership) and Item 7B (related party transactions) of Form 20-F of the Commission, to the extent applicable, (d) a representation made by the nominee of whether the nominee meets the objective criteria for an independent director and/or statutory unaffiliated director of a company such as the Company under the Companies Law and/or under any applicable law, regulation or stock exchange rules, in Israel or abroad, and if not, then an explanation of why not, and (e) details of all relationships and understandings between the Proposing Shareholder(s) and the nominee.

Position Statements

Under Israeli law, shareholders wishing to express their position on an agenda item for this Meeting may do so by submitting a written Position Statement ("Position Statement") to the Company Offices, Attn: Avraham Ben-Tzvi, Adv., General Counsel & Company Secretary. Any Position Statements so submitted must comply with the requirements set forth under the Companies Law and any applicable regulations, including the Voting Slip Regulations. We will furnish to the Commission on Form 6-K any legally compliant Position Statements received by us, and they will be made available to the public on the Commission's website at www.sec.gov, and in addition on the Distribution Site and on the TASE Website. Position Statements should be submitted to us by no later than Friday, November 25, 2016 at 4:30 p.m. Israel time.

Updates to Meeting Agenda

In accordance with, and subject to the provisions of the Companies Law and the Regulations, we may, after the date of publication of this Proxy Statement, make changes to the agenda topics (including adding a topic), and Position Statements regarding matters on the agenda of the Meeting may be published. As such changes are made and/or Position Statements are published, it will be possible to review them in our reports on the Commission's website at www.sec.gov, as well on the Distribution Site and on the TASE Website. We will publicize a revised Proxy Statement as needed in order to reflect any changes in matters on the agenda of the Meeting, by no later than the dates specified in Section 5b in the Notice Regulations. We will furnish to the Commission on Form 6-K any such revised Proxy Statement, and it will be published on the Commission's website at www.sec.gov, as well as on the Distribution Site and on the TASE Website.

Compensation of Office Holders

For so long as we qualify as a foreign private issuer, we are not required to comply with the proxy rules applicable to U.S. domestic companies, including the requirement applicable to emerging growth companies to disclose the compensation of our chief executive officer and the other two most highly compensated executive officers on an individual, rather than an aggregate, basis. Nevertheless, an amendment to the Notice Regulations enacted in 2014, with respect to the disclosure requirements for the proxy statements of annual general meetings of shareholders at such Israeli public companies which do not file reports with ISA and TASE pursuant to the Israeli Reporting Regulations, requires us to disclose in our proxy statement which is published with respect to our annual general meeting of shareholders, the Terms of Office and Employment (as defined in the Companies Law) actually received by our five most highly compensated Office Holders (as defined in the Companies Law), or to include a reference therein to other previously furnished public disclosure. The disclosure is to be made with respect to the year of the financial statements being presented at such annual general meeting, and as recorded in the Company's financial statements for such year. This disclosure must be on an individual basis, broken out by components, rather than only on an aggregate basis for all Office Holders, as was previously permitted for Israeli public companies listed overseas prior to the enactment of such amendment. This disclosure may not be as extensive as that required of a U.S. domestic issuer.

As such, and pursuant to the proxy statement disclosure requirements set forth under Regulation 4(d)(2) of the Notice Regulations, for the detailed information regarding the Terms of Office and Employment received by our Office Holders with respect to the year ended December 31, 2015, please see the section entitled "Compensation" on pages 58 through 61 of our prospectus dated June 30, 2016 filed with the SEC, and accessible under file number 333-211477 through the SEC's website at www.sec.gov. In such section we disclosed the Terms of Office and Employment, broken out by component, received by each of our three executive directors with respect to the year ended December 31, 2015, as well as the Terms of Office and Employment for our independent directors who were in office for such year, and who each received annual and per meeting fees paid in New Israeli Shekels, amounting in the aggregate to approximately \$13,750 received by each independent director for such year.

Solicitation of Proxies

We currently rely on a foreign private issuer exemption with respect to the proxy solicitation requirement for meetings of our shareholders. As permitted under the Companies Law, and the Notice Regulations which were enacted pursuant to such law, and as set forth in our Amended and Restated Articles of Association, we are not required to physically deliver a notice of a shareholders meeting, a proxy statement or a voting slip. We prepare notices of general meetings of our shareholders, as well as the accompanying proxy statements, voting slips and voting instruction forms, (collectively, the "Proxy Materials") in accordance with applicable laws, rules and regulations and disclosure requirements in the State of Israel, as such are applicable to a company whose shares are traded on both the TASE and the NASDAQ, and which reports to the SEC as a foreign private issuer and to ISA and the TASE in accordance with the provisions of Chapter E'3 of the Securities Law and the Securities Regulations (Periodic and Immediate Reports of a Foreign Body Corporate) 5761-2000, promulgated thereunder (the "Dual-Listed Reporting Requirements"). Our Proxy Materials may not necessarily be mailed to our beneficial shareholders in Israel, nor to our beneficial ADS holders in the U.S. We will furnish to the SEC on Form 6-K the forms of our Proxy Materials, and they will be made available to the public on the SEC's website at www.sec.gov. We will also submit the Proxy Materials to ISA and TASE and they will be made available to the public on their respective websites for listed company reports: www.magna.isa.gov.il and www.maya.tase.co.il. We will also include the Proxy Materials on our corporate website at http://kitovpharma.investorroom.com/Shareholder-Meetings, to the extent required under the Companies Law and Notice Regulations governing publication of notices of general meetings of our shareholders and the distribution of the Proxy Materials.

We will bear the entire cost of solicitation of proxies, including preparation, assembly, printing, and mailing of the BNY Mellon Voting Instruction Form and any additional information furnished to beneficial ordinary shareholders or beneficial holders of ADSs. The Notice of Annual General Meeting of the Shareholders, the Proxy Statement, and the Voting Slip will not be mailed to beneficial ordinary shareholders in Israel. We may reimburse brokerage firms and other persons representing beneficial owners of ordinary shares or ADSs for reasonable expenses incurred by them in forwarding proxy soliciting materials to such beneficial owners. In addition to solicitation by mail, certain of our directors, officers and regular employees, without additional remuneration, may solicit proxies by telephone, facsimile, email or personal contact. None of the contents of our website, or the information that can be accessed through our website, form part of the proxy solicitation materials.

Reporting Requirements

The Company is subject to the information reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), applicable to foreign private issuers. The Company fulfills these requirements by filing reports with the Commission. Our filings with the Commission may be inspected without charge at the Commission's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Information on the operation of the Public Reference Room can be obtained by calling the Commission at 1-800-SEC-0330. Our filings are also available to the public on the Commission's website at www.sec.gov.

In addition, since our ordinary shares are traded on the TASE, in the past we filed Hebrew language periodic and immediate reports with, and furnished information to, the TASE and ISA, as required under Chapter F of the Securities Law. In accordance with Section 35XXXIII of the Securities Law, and pursuant to the prior approvals of our securities holders to change to reporting in accordance with the U.S. securities laws and regulations, and in accordance with the exemption from reporting under Chapter F of the Securities Law which was received by us from ISA pursuant to Section 35XXXII(1A) of the Securities Law, as of December 31, 2015 we commenced reporting to ISA and the TASE in accordance with the Dual-Listed Reporting Requirements. Pursuant to the Dual-Listed Reporting Requirements, we prepare our periodic and immediate reports in accordance with U.S. securities laws and reporting requirements. Our major shareholders are required to make applicable ownership disclosures in accordance with U.S. securities laws and reporting requirements. We generally initially file or furnish our reports, as applicable, to the SEC. We then submit copies of the SEC filings and submissions to ISA and TASE, including any filings made by our major shareholders with respect to their holdings in the Company, in accordance with the Dual-Listed Reporting Requirements. Such copies can be retrieved electronically through the Distribution Site (www.magna.isa.gov.il) and the TASE Website (www.maya.tase.co.il).

As a foreign private issuer, we are exempt from the rules under the Exchange Act prescribing certain disclosure and procedural requirements for proxy solicitations, and our officers, directors and principal shareholders will be exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we are not required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as United States companies, or companies which are otherwise treated as domestic issuers, whose securities are registered under the Exchange Act. However, we intend to file with the SEC, within 120 days after the end of our fiscal year ended December 31, 2015 and each subsequent fiscal year, an annual report on Form 20-F containing financial statements which will be examined and reported on, with an opinion expressed, by an independent registered public accounting firm. Furthermore, we have committed to the underwriters of our initial U.S public offering which was completed in November 2015, that for a period of three (3) years from November 25, 2015, we, at our expense, will announce our financial information for each of the first three fiscal quarters consistent with the practices of companies which are dual-listed on both the Tel Aviv Stock Exchange and a domestic U.S. securities exchange and report in accordance with the Dual-Listed Reporting Requirements; provided that the foregoing shall not apply in the event we enter into a merger transaction in which we are the non-surviving entity that would cause our ADSs and warrants to no longer be registered under the Exchange Act. We will furnish this periodic information to the SEC under cover of Form 6-K. The representative of the underwriters of our initial U.S public offering previously waived any announcement by us with respect to the filing of financial information for the first quarter of 2016, and may issue such waivers to us in the future. It is noted that ISA has recently proposed draft legislation which would dispense with the requirement for the announcement of financial results for each of the first and third fiscal quarters of a calendar year. We would qualify for such dispensation based on our company size as set forth in the proposed draft legislation. In addition the SEC has recently announced that it is seeking comment for the dispensation of the requirement for the announcement of financial results for each of the first and third fiscal quarters for certain U.S. domestic issuers. Thus it remains uncertain as to how companies, such as ours, which are dual-listed on both the TASE and a domestic U.S. securities exchange, and report in accordance with the Dual-Listed Reporting Requirements, will continue their practices with respect to the announcements of financial information for each of the first and third fiscal quarters, and it is possible that we may adopt practices for the announcement (if any) of financial information for each of the first and third fiscal quarters which are different than what we have provided in the past.

We maintain a corporate website at www.kitovpharma.com. Information contained on, or that can be accessed through, our website does not constitute a part of this Proxy Statement. We have included our website address in this Proxy Statement solely as an inactive textual reference. We will post on our website any materials required to be posted on such website under applicable corporate or securities laws and regulations.

This Proxy Statement and accompanying Voting Slip, as well as the previously issued Notice of Annual General Meeting of Shareholders, have been prepared in accordance with applicable disclosure requirements in the State of Israel, as such are applicable to a Company which is a foreign private issuer and whose securities are traded on both the TASE and the NASDAQ, and which reports in Israel in accordance with the Dual-Listed Reporting Requirements. The circulation of this Proxy Statement, the accompanying Voting Slip, and/or our Notice of Annual General Meeting of Shareholders should not be taken as an admission that we are subject to the proxy rules under the Exchange Act.

Company Representative for Matters in connection with this Proxy Statement

Our representative for matters in connection with this Proxy Statement is our General Counsel & Company Secretary, Mr. Avraham Ben-Tzvi, Adv., of One Azrieli Center, Round Tower, 23rd Floor, 132 Menachem Begin Road, Tel Aviv, Israel, Telephone: +972-3-9333121; email: [email protected]; or fax: +972-153- 39311321.

PROPOSAL 1:

REVIEW OF THE COMPANY'S FINANCIAL STATEMENTS AND ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2015.

At the Meeting, shareholders will have an opportunity to review, ask questions and comment on our Consolidated Statement of Financial Position as of December 31, 2015 and the Consolidated Statement of Operations for the year then ended. We published our audited financial statements for the fiscal year ended December 31, 2015 as part of our Annual Report on Form 20-F which was filed with the Securities and Exchange Commission on March 18, 2016, and is available at their website, www.sec.gov, on our corporate website, http://kitovpharma.investorroom.com/sec-filings?o=25, as well as on the Distribution Site and on the TASE Website. We will hold a discussion with respect to the Annual Report and financial statements at the Meeting.

This agenda item will not involve a vote by the shareholders.

PROPOSAL 2:

REVIEW OF INDEPENDENT AUDITOR'S COMPENSATION

Under the Companies Law and our Amended and Restated Articles of Association, our shareholders are authorized to appoint the Company's independent auditor. Under the Companies Law and our Amended and Restated Articles of Association, our shareholders may appoint our independent auditor to hold office for a longer period of time that will not extend beyond the end of the third annual meeting following that at which the auditor was appointed. At our 2014 Annual General Meeting of the Shareholders, our shareholders appointed Somekh Chaikin, Certified Public Accountants (Israel), a member of KPMG International, as the independent public auditor of the Company for such longer period of time not to extend beyond the 2017 Annual General Meeting, at which time the appointment of our independent auditor will once again be presented to our shareholders for approval.

Under the Companies Law and our Amended and Restated Articles of Association, our Board of Directors is authorized to determine our independent auditor's remuneration. In addition, the Listing Rules of The NASDAQ Stock Market require that our Audit Committee approve the re-appointment and remuneration of our independent auditor. In our Amended and Restated Articles of Association, a provision has been included such that for so long as the securities of the Company are listed for trading on an exchange in the United States of America, such authority of the Board of Directors to set the remuneration of our independent auditor for audit activity and/or for additional services to us not being audit-related, will be deemed to have been delegated by our Board of Directors to the Audit Committee of our Board of Directors.

Under the Companies Law, our Board of Directors is required to report to our Annual General Meeting the compensation paid to our independent auditor. The following table sets forth the approximate total compensation that was paid by the Company and its subsidiary to our independent auditors Somekh Chaikin, Certified Public Accountants (Israel), a member of KPMG International, for 2015:

	(in thousands of U.S. dollars)
	2015
Audit fees(1)	42
Audit-related fees(2)	83
Tax (3)	8
Total	133

(1) "Audit fees" include fees for services performed in connection with the Company's annual audit, certain procedures regarding the Company's quarterly financial results, consultation concerning financial accounting and reporting standards.
(2) "Audit-related fees" relate to assurance and associated services that are traditionally performed by the independent auditor, including fees related to our public offerings.
(3) These fees relate to services provided regarding tax compliance and review of tax returns.

100% of the audit related services, tax and other fees described in the table above were approved by the audit committee in accordance with paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

This agenda item will not involve a vote by the shareholders.

PROPOSAL 3:

TO APPROVE THE LETTERS OF EXEMPTION AND INDEMNITY GRANTED BY THE COMPANY TO EACH OF CERTAIN DIRECTORS AT THE COMPANY

Each of Mr. Steven Steinberg, Mr. Ido Agmon and Ms. Leah Bruck (the "Appointed Directors") were appointed as a director at the Company by our Board of Directors, in accordance with the provisions of Article 86 of our Amended and Restated Articles of Association governing the appointment by our Board of Directors of additional directors to vacancies on the Board of Directors.

In accordance with our Compensation Policy approved by our shareholders, our independent directors may compensated by means of a fixed periodic payment, and by means of fixed payment for participation in Board (or committee) meetings, up to the amounts set forth in the Companies Regulations (Rules Concerning Compensation and Expenses for an External Director), 5760-2000, as amended from time to time. In accordance with our Compensation Policy approved by our shareholders, we may grant our directors a letter of indemnification and waiver from liability in accordance with the Companies Law, our Amended and Restated Articles of Association and our policy from time to time, as well as provide them with coverage under our directors and officers insurance coverage in such amounts and coverage limits as set forth in the Compensation Policy.

In conjunction with each of the Appointed Director's appointment to the Board of Directors, it was determined by our Board, following the prior determination of the Audit Committee or the Compensation Committee, as applicable, that the amounts of cash compensation to be paid to each of the Appointed Directors will be the same as that which is paid to our other independent directors, and will not be in excess of the maximum amounts set forth under Regulations 4, 5 and 7 of the Companies Regulations (Rules Concerning Compensation and Expenses for an External Director), 5760-2000, and it was determined, as such, that the payment of such compensation is an engagement which does not require the approval of our shareholders pursuant to the leniencies set forth in Regulation 1A(2) under the Companies Regulations (Relief Regulations Regarding Transactions with Interested Parties, 5760-2000 (hereinafter: the "Relief Regulations").

It was also determined by our Board, following the prior determination of the Audit Committee or Compensation Committee, as applicable, to approve the inclusion of each of the Appointed Directors under the coverage of our directors and officers insurance policy. Our Board, following the prior determination of the Audit Committee or Compensation Committee, as applicable, determined that, pursuant to the leniencies set forth in Regulation 1B1 of the Relief Regulations, the provision of such insurance coverage to the Appointed Directors is an engagement which does not require the approval of our shareholders, as the coverage under our directors and officers insurance policy is being granted on market terms, and with no material adverse effect on our profits, assets or obligations, and is consistent with our Compensation Policy which was approved by our shareholders in accordance with the Companies Law, and is the same as the coverage provided to all of our other directors.

It was further determined by our Board, following the prior determination of the Audit Committee or Compensation Committee, as applicable, to approve the issuance to each of the Appointed Directors of our standard letters of waiver of liability and indemnification, subject to shareholder approval at no later than the next general meeting of our shareholders following such approval. Our Board, following the prior determination of the Audit Committee or Compensation Committee, as applicable, determined that the provision of such letters of waiver from liability and for indemnification to the Appointed Directors is an engagement which, pursuant to the leniencies set forth in Regulation 1B4 of the Relief Regulations, can be entered into by us immediately, as of the date of their respective appointments as directors, with the approval by our shareholders being deferred to the next general meeting of our shareholders following such approval, as the letters which we issued to the Appointed Directors are consistent with our Compensation Policy which was approved by our shareholders in accordance with the Companies Law, and are no more beneficial to the Appointed Directors as such letters previously issued to our other directors.

Pursuant to the Companies Law, any arrangement between the Company and a director relating to his or her compensation as a director or other position with the Company generally must be consistent with the our Compensation Policy and must be approved by the Audit Committee (acting in lieu of a Compensation Committee) or the Compensation Committee, our Board of Directors and our shareholders by a simple majority. If the compensation is inconsistent with our Compensation Policy, then, provided that those provisions that must be included in the Compensation Policy according to the Companies Law have been considered by the Audit Committee (or Compensation Committee) and Board of Directors, a special disinterested majority, as set forth in the Companies Law, will also be required for shareholder approval.

Our shareholders will be requested to adopt the following resolutions at the Meeting with respect to each of the Appointed Directors:

(a) "RESOLVED, to approve the Letter of Exemption granted by the Company to the director so named, which is in the form of such letter previously approved by the shareholders to be granted by the Company to directors serving from time to time in such capacity, a form of which is attached as Exhibit 10.5 to the Registration Statement on Form F-1 of the Company filed with the SEC on September 24, 2015."
(b) "RESOLVED, to approve the Letter of Indemnity granted by the Company to the director so named, which is in the form of such letter previously approved by the shareholders to be granted by the Company to directors serving from time to time in such capacity, a form of which is attached as Exhibit 10.6 to the Registration Statement on Form F-1 of the Company filed with the SEC on September 24, 2015."

As required pursuant to the leniencies set forth in Regulation 1B4 of the Relief Regulations, the matters approved under Proposal 3 comply with our current Compensation Policy. Thus, in order to adopt each of the resolutions under Proposal 3, in accordance with Sections 270(3) and 273(a) of the Companies Law, which govern the approval of the engagement of a public company with a director with respect to his or her terms of office and compensation, for the matter of his or her service as a director, as well as his or her engagement in other roles (if he or she is so engaged), each of the resolutions under Proposal 3 must receive the affirmative vote of the holders of a majority of the Company's ordinary shares participating and voting at the Meeting, in person or by proxy or through their representatives.

An unofficial English translation from the Hebrew original of our current Compensation Policy is included as Exhibit 4.9 to our Annual Report for 2015 on Form 20-F filed with the SEC on March 18, 2016.

Our Board of Directors, with the exception of Messrs. Agmon and Steinberg and Ms. Bruck who each express no recommendation as to the vote on their own matter set forth under Proposal 3, recommends a vote "FOR" the approval of each of the matters as set forth under Proposal 3 above.

PROPOSAL 4:

RE- ELECTION OF DIRECTORS

Our Board of Directors presently consists of eight directors as set forth below.

Name	Age	Position

John Paul Waymack, M.D., Sc.D. (4)	64	Chairman of the Board of Directors and Chief Medical Officer
Isaac Israel	38	Chief Executive Officer and Director

Simcha Rock, CPA, MBA (3)	66	Chief Financial Officer and Director

Alain Zeitoun, M.D., M.A. (1) (4)	55	Independent Director

Yair Katzir, CPA (1) (2) (3)	38	Independent Director
Ido Agmon, MBA (2) (3) (4)	39	Independent Director

Steven Steinberg (1) (2)	55	Independent Director

Leah Bruck, CPA	43	Independent Director

(1) Member of our audit committee

(2) Member of our compensation committee

(3) Member of our investments committee

(4) Member of our science and technology committee

Chairman of the Board and Chief Medical Officer

Director and Chief Executive Officer

John Paul Waymack, M.D., Sc.D. was one of the founders of Kitov Pharmaceuticals and has served as the chairman of our board of directors and has been responsible for the medical operations of the Company as chief medical officer since July 2013. Dr. Waymack has over 20 years of experience in the biopharma field. Dr. Waymack is a former academic transplant surgeon and a former FDA medical officer, with over twenty years of experience in drug development as a consultant to major pharmaceutical companies, including Pfizer, Roche, Pharmacia, Warner Lambert and Searle. During his 10 years of academic career, Dr. Waymack published over 100 scientific essays, mainly in the fields of prostaglandins and immunology. In addition, Dr. Waymack volunteered to the U.S. Army, where he was commissioned and served as a Major in the Medical Corp. in the position of chief of surgical studies in the U.S. Army's Institute for Surgical Research. Dr. Waymack was also an associate professor of surgery at the University of Texas Medical Branch and at the University of Medicine and Dentistry of New Jersey.

Isaac Israel has served as our chief executive officer and a member of the board since October 2012. Mr. Israel was the founding chief executive officer of BeeContact Ltd. (formerly TASE:BCNT), from 2001 until 2007. Since 2008 Mr. Israel has served as founding chief executive officer of Uneri Capital Ltd., a consulting firm in the capital markets field, owned by Mr. Israel, which specializes in the healthcare sector. In providing such consulting services, Mr. Israel also serves as a member of the board of directors of various healthcare corporations, both private and public, including as chairman of the board of NextGen Biomed Ltd., which is traded on the TASE. Since 2011 Mr. Israel has also provided various consulting services to Capital Point Ltd. (TASE:CPTP).

Director and Chief Financial Officer

Independent Director

Simcha Rock, CPA, MBA, has served as our chief financial officer and a member of the board since July 2013. Mr. Rock was a private equity manager at Edmond de Rothschild Private Equity Management, a firm specializing in the management of venture capital and other private equity investments funds, from February 2000 until January 2011, with responsibility for all financial, legal and administrative matters for several investment funds. Prior to 2000, Mr. Rock held financial management positions at Intel Electronics Ltd., The Jerusalem College of Technology, and JC Technologies Ltd. Mr. Rock holds a BA from Yeshiva University and an MBA from Cleveland State University.

Alain Zeitoun, M.D., M.A., has served as a member of our board since December 2013. Dr. Zeitoun is presently Senior Marketing & Business Development at the Mawdsleys Pharma Group. His previous experience includes serving as chief executive officer of Chi2Gel, an Israeli medical device company, business unit director and European marketing leader at Merck Sharp and Dohme Israel (Merck & Co) as well as medical and marketing positions at Procter & Gamble and Boehringer Ingelheim pharmaceutical companies in France. In these positions, Dr. Zeitoun was in charge of several therapeutic fields, such as cardiology, rheumatology, orthopedics, vaccines, neurology, oncology and gastroenterology. Dr. Zeitoun holds an M.D. degree from Paris Medical School and a Master's degree from ESCP Europe Business School, Paris, France.

Independent Director

Yair Katzir, CPA has served as a member of our board since March 2, 2016. Mr. Katzir is presently the chief financial officer of Derech Eretz Highways (1997) Ltd., which is the concessionaire for the Cross Israel Highway (Road 6), where he has served since 2011. Derech Eretz Highways (1997) Ltd., is responsible for the finance, design, construction, operation and maintenance of the Cross Israel Highway which is one of the largest BOT infrastructure projects undertaken in Israel in recent years. From May 2007 until October 2011 Mr. Katzir served as the chief financial controller of Adama Holding Public Ltd., a TASE listed residential real estate company. Previously he worked as an auditor at Ernst & Young (Israel) Ltd. Mr. Katzir holds a Bachelor's Degree in Business Administration, with a specialization in Accounting from the College of Management in Rishon LeTzion, Israel.

Ido Agmon, MBA, has served as a member of our board since June 26, 2016. Since 2014, Mr. Agmon has been a manager of Aviv New-Tech (formerly Aviv Bio-Invest), a private investment fund which manages a portfolio of public Israeli & global biomed and technology companies, of which he is a co-founder, and where he is responsible for analysis and evaluation of investments in Israeli and global biomed companies. Since 2012, Mr. Agmon also has been acting as an independent consultant, providing start-ups and technology-based ventures with advice in strategic planning and fund-raising. From 2009 until 2011, Mr. Agmon served as the CEO of Meytav Technology Incubator, an Israeli-based accelerator for biotech, pharma & medtech ventures with over 20 portfolio companies. Mr. Agmon has served as a board member at a number of biomed ventures. From 2007 until 2009, he worked as the Director of Business Development in ATI incubator, a technology incubator specializing in biomed and cleantech projects, responsible for deal-flow and project evaluation. Mr. Agmon holds a Bachelor's Degree in Business Administration & Life Sciences from Tel Aviv University, Tel Aviv, Israel, and an MBA from The Hebrew University, Jerusalem, Israel.

Mr. Steven Steinberg, has served as a member of our board since July 13, 2016. Since January 2015, Mr. Steinberg has been the chief financial officer of Glide Talk Ltd., a technology company in the video messaging arena. From September 2013 to October 2014 he served as vice president, finance at ClientConnect Ltd., a subsidiary of Conduit Ltd., and subsequent to an acquisition, of Perion Network Ltd. a NASADQ listed company. Between August 2011 and August 2013, Mr. Steinberg acted as an independent consultant, providing start-ups and as well as mature organizations with advice in financial reporting, due diligence and business models. From December 2002 until July 2011 Mr. Steinberg was employed by Answers Corporation, a NASDAQ listed company, where he served as chief financial officer. Prior to 2002 he held a number of finance and chief financial officer roles, following a ten year period of service as an audit manager at Coopers & Lybrand (currently Price Waterhouse Coopers) in New York City. Mr. Steinberg holds a Bachelor's Degree in Business Administration from Florida International University – School of Business Administration, and was granted a CPA license in New York State.

Independent Director

Ms. Leah Bruck, CPA, has served as a member of our board since October 26, 2016. Since 2012, she has been the principal owner of a business which provides CFO, controllership and accounting services to Israeli companies, including a number of publicly traded corporations. As part of these engagements, from April 2012 until June 2016, Ms. Bruck's business provided controllership and bookkeeping services to the Company, and to Mainrom Line Logistics Ltd., a TASE listed company into which Kitov Pharmaceuticals Ltd. merged in July 2013. Between 2006 and 2012, Ms. Bruck worked as an accountant at Migdalor Mishmoret Business Services Ltd., a private Israeli company providing companies with business and economic advisory services. Ms. Bruck is a licensed CPA in Israel, where she completed a course of study in accounting, economics and finance at Lustig College, Ramat Gan, Israel (presently part of the Tal Academic Center), along with completion of a series of external exams conducted by the Israel Auditors Council, the statutory body which supervises and licenses the accounting profession in Israel.

Our Board of Directors has determined that each of Ms. Bruck, Dr. Zeitoun, Mr. Steinberg, Mr. Katzir and Mr. Agmon qualify as an independent director under the corporate governance standards of the NASDAQ Listing Rules and the independence requirements of Rule 10A-3 of the Exchange Act.

Under our Amended and Restated Articles of Association, the number of directors on our Board will be no less than four and no more than nine (including any external directors, to the extent that we may be required to appoint external directors in accordance with the Companies Law and any Regulations enacted thereunder) ("Maximum Number"). The majority of the members of the Board shall be residents of Israel, unless our center of management shall have been transferred to another country in accordance with a resolution of our Board by a majority of three quarters (75%) of the participating director votes. The number of directors may be changed, at any time and from time to time, by our shareholders with a majority of (a) 75% of the voting rights participating and voting on the matter in the applicable general meeting of our shareholders and (b) more than 47.9% of all of the voting rights in the Company as of the record date established for the applicable general meeting of our shareholders ("Special Majority").

Our directors shall generally be nominated by our Board of Directors, and then appointed at our general meeting of shareholders with a regular majority. In accordance with our Amended and Restated Articles of Association, the directors elected to serve are divided into three classes, with each class comprising one-third of the members of our Board of Directors (the "Board") (who are not external directors, if any were appointed), (hereinafter the "first class"; the "second class"; and the "third class"). If the number of directors is not equally divisible by three, each of the first class and the second class will be comprised of a different number, the closest and lowest to one-third, while the third class will be comprised of the remaining directors (who are not external directors, if any were appointed). If the number of directors changes, the number of directors in each class will change in accordance with the aforesaid rule. In the annual general meeting of our shareholders that will take place each year, the shareholders shall be entitled to elect directors who shall be elected for a Three-Year Term to replace the class of directors whose term in office has expired as of such annual general meeting of our shareholders, and so on ad infinitum, so that the directors who shall be elected as stated above shall enter office at the end of the annual general meeting of our shareholders at which they were elected, unless a later date for commencement of the term was decided at the time of the appointment, and shall serve for Three-Year Terms (unless their appointment will be terminated in accordance with the provisions of our Amended and Restated Articles of Association), and so that each year, the terms in office of one of the classes of directors shall expire at the annual general meeting of our shareholders for such year. A "Three-Year Term" means a term of office of a director until the third annual general meeting of our shareholders which shall be held following the date of their election as director, provided that each director shall continue to serve in office until his or her successor is duly elected and qualified, or until his or her retirement, death, resignation or removal.

Our Board may appoint a director at any time to fill any vacancies until the annual meeting of our shareholders set to take place at the end of the Three-Year Term for the class of directors to which such director is so appointed by the Board, provided that the total number of the members of the Board serving at such time will not exceed the Maximum Number.

The shareholders may at all times, by a Special Majority vote of the shareholders, replace or dismiss a director (in the case of replacement, only if the appointed director is not a corporation). A director to be replaced shall be given a reasonable opportunity to address the shareholders at their meeting. The tenure of a director expires pursuant to the provisions of our Amended and Restated Articles of Association and the Companies Law, upon death or if s/he becomes incompetent, unless removed from office as described above.

In addition, under the Companies Law, our Board must determine the minimum number of directors who are required to have financial and accounting expertise. Under applicable regulations, a director with financial and accounting expertise is a director who, by reason of his or her education, professional experience and skill, has a high level of proficiency in and understanding of business accounting matters and financial statements. He or she must be able to thoroughly comprehend the financial statements of the company and initiate debate regarding the manner in which financial information is presented. In determining the number of directors required to have such expertise, the board of directors must consider, among other things, the type and size of the company and the scope and complexity of its operations. Our Board has determined that we require at least one director with the requisite financial and accounting expertise and that Mr. Rock (who also serves as our CFO), Ms. Bruck, Mr. Katzir, Mr. Steinberg, and Mr. Agmon are each deemed to have such expertise.

In accordance with Article 84 of our Amended and Restated Articles of Association, the first division into three classes was carried out on October 26, 2016, by our Board's decision, at the discretion of the Board. In accordance with such decision, Drs. Paul Waymack and Alain Zeitoun were appointed to the first class; Messrs. Steven Steinberg, Ido Agmon and Yair Katzir were appointed to the second class to serve until the 2017 Annual General Meeting; and Messrs. Isaac Israel and Simcha Rock and Ms. Leah Bruck, were appointed to the third class to serve until the 2018 Annual General Meeting.

Dr. Waymack's current term will end at the Meeting, and Dr. Zeitoun's current term will end on December 16, 2016, the completion of his original term as a director, in accordance with the transition rules for directors previously classified as external directors, as set forth under Regulation 5D of the Israeli Companies Regulations (Relief for Public Companies with Shares Listed for Trading on a Stock Market Outside of Israel), 5760-2000, which relief regulation was adopted by the Company on July 13, 2016.

We believe that our Board of Directors contains highly qualified and talented directors, including directors with global pharmaceutical and financial experience. At present five of our eight directors, the majority of our Board, are independent under NASDAQ listing rules. Our active Chairman of the Board, Dr. Paul Waymack, is the founder of Kitov Pharmaceuticals Ltd., our wholly owned subsidiary, and a critical key individual in the development of our flagship product – KIT-302. Our other nonindependent directors - the CEO and CFO of the Company - facilitate collaboration between the Board and management. We continue to evaluate the size and composition of the Board of Directors to ensure that it maintains dynamic, exceptionally qualified members.

Persons Being Considered for Re-Election as Directors at this Annual Meeting

Chairman of the Board and Chief Medical Officer

John Paul Waymack, M.D., Sc.D. was one of the founders of Kitov Pharmaceuticals and has served as the chairman of our board of directors and who fulfills duties and responsibilities of chief medical officer since July 2013. Dr. Waymack has over 20 years of experience in the biopharma field. Dr. Waymack is a former academic transplant surgeon and a former FDA medical officer, with over fifteen years of experience in drug development as a consultant to major pharmaceutical companies, including Pfizer, Roche, Pharmacia, Warner Lambert and Searle. During his 10 years of academic career, Dr. Waymack published over 100 scientific essays, mainly in the fields of prostaglandins and immunology. In addition, Dr. Waymack volunteered to the U.S. Army, where he was commissioned and served as a Major in the Medical Corp. in the position of chief of surgical studies in the U.S. Army's Institute for Surgical Research. Dr. Waymack was also an associate professor of surgery at the University of Texas Medical Branch and at the University of Medicine and Dentistry of New Jersey.

Each of our director nominees has certified to us that he complies with all requirements under the Companies Law for serving as a director, and Dr. Zeitoun for serving as an independent director. Such certifications with respect to compliance with all the requirements for service as a director of a public company under the Companies Law will be available for inspection at the Company Offices. For information on the compensation of our directors, please see the section entitled "Compensation of Office Holders" in this Proxy Statement above. If any of these nominees is unable to serve, the persons named in the proxy or other voting instrument shall vote the ordinary shares for the election of such other nominees as management may propose. The aforesaid nominees, all of whom are currently serving as directors of the Company, have advised the Company that they will continue to serve as directors if re-elected.

In accordance with our Compensation Policy and previous shareholder approvals, each of Drs. Waymack and Zeitoun will continue to be party to waiver and indemnification letters previously granted by the Company in the forms of waiver and indemnification letters previously approved by our shareholders to be entered into by the Company with directors serving from time to time in such capacity, and shall continue to be insured under our Directors and Officers insurance coverage which provides coverage for all of our directors and officers. If any of these nominees is unable to serve, and the persons named in the proxy or other voting instrument shall vote the ordinary shares for the election of such other nominees as management may propose, then upon election of such nominee by our shareholders at the Meeting, the votes in support thereof shall be deemed as to have voted to approve such nominee being granted by us the waiver and indemnification letters in the forms of waiver and indemnification letters previously approved by our shareholders to be entered into by the Company with directors serving from time to time in such capacity, and to be insured under our Directors and Officers insurance coverage which provides coverage for all of our directors and officers .

Each of our independent directors is entitled to fixed annual compensation and an additional payment for each Board or Board committee meeting attended by such director. Dr. Waymack, who has an engagement agreement with the Company, does not receive any additional compensation for his service as a director or as the chairman of our board of directors.

A separate vote will be cast for each nominee for re-election as director. Our Board of Directors recommends that our shareholders approve the re-appointment of each of Drs. Waymack and Zeitoun as directors in the first class of directors, commencing following the expiration of the applicable nominee's current term of office as a director, and to serve until our 2019 annual meeting of shareholders and until his successor has been duly appointed, at which time, his term of office will end as set forth in our Amended and Restated Articles of Association.

Our shareholders will be requested to adopt the following resolution at the Meeting with respect to each of the nominees for re-election as director:

"RESOLVED, to approve the re-appointment of the applicable nominee for re-election as a director, to serve as a director of the Company in the first class of directors, commencing with the expiration of the applicable nominee's current term of office as a director, and to serve until the 2019 annual meeting of shareholders of the Company, and until his successor has been duly appointed, at which time his term of office will end as set forth in the Company's Amended and Restated Articles of Association."

A separate vote will be cast for each nominee for re-election as director. In accordance with Section 85 of the Companies Law and Article 80 of our Amended and Restated Articles of Association, the approval of each of the nominees for appointment as a director in the first class of directors under Proposal 4 above must receive the affirmative vote of the holders of a majority of our ordinary shares participating and voting at the Meeting as Valid Meeting Participants.

Our Board of Directors recommends that shareholders approve the re-appointment of each of Drs. Waymack and Zeitoun as directors of the Company in the first class of directors.

PROPOSAL 5:

TO APPROVE PROPOSALS FOR CERTAIN AMENDMENTS TO THE COMPANY'S AMENDED AND RESTATED ARTICLES OF ASSOCIATION AND TO THE MEMORANDUM OF ASSOCIATION

Our existing Amended and Restated Articles of Association (the "Current Articles of Association") were adopted by our shareholders in March 2016. We are proposing certain amendments to our Current Articles of Association, and with respect to certain matters, also to our Memorandum of Association, all as follows:

A) Increase in the Company's Registered Ordinary Share Capital

We are proposing the increase of the Company's registered Ordinary Share capital to 5,000,000,000 Ordinary Shares, no par value per Ordinary Share. This increase in registered Ordinary Share capital would allow us to meet our future business needs as they may arise from time to time. These purposes could include, among other things, possible future conversion of convertible financial instruments into Ordinary Shares, possible shares issuances to fund, or to be issued as consideration in, future mergers or acquisitions, raise additional capital, the purchase of property or assets, the use of shares for various equity compensation and other employee benefit plans and arrangements and other bona fide corporate purposes.

This increase is not being proposed in connection with any particular stock offering or any other specific matter. At this time, we have no plans to issue any of the newly authorized additional Ordinary Shares in order to raise funds or for any other corporate purposes. We note that in connection with our follow-on public offering which we completed on July 5, 2016, we entered into an agreement with our placement agent for the offering, H.C. Wainwright& Co., LLC (the "placement agent"), that during a period ending 180 days following July 5, 2016, we will not sell or transfer any ADSs or ordinary shares or securities convertible into, or exchangeable or exercisable for, ADSs or ordinary shares, in a transaction in which the primary purpose is raising capital or a transaction which results in the issuing of securities to an entity whose primary business is investing in securities, without first obtaining the written consent of the placement agent.

Accordingly, we propose to revise Article 11 in our Current Articles of Association, as set forth set forth on Appendix A1; and, to revise Section 4 to our Memorandum of Association as set forth on Appendix A2; (language on Appendices A1 and A2 in bold and underlined is proposed to be added to the respective provisions and language on Appendices A1 and A2 in bold strikethrough is proposed to be deleted from the respective provisions).

Our shareholders will be requested to adopt the following resolution at the Meeting:

"RESOLVED to approve the increase of the Company's registered Ordinary Share capital to 5,000,000,000 Ordinary Shares of no par value each, and the proposed amendments to Article 11 in our Amended and Restated Articles of Association, as well as to Section 4 of our Memorandum of Association, to be revised with the changes shown marked in Appendix A to the Proxy Statement."

B) Addition of Preferred Shares to the Company's Registered Share Capital

We are proposing an amendment to our Current Articles of Association, as well as to our Memorandum of Association for the addition to the Company's registered share capital of 1,000,000,000 preferred shares, with no par value (the "Preferred Shares"), as more fully described below.

If this Proposal 5.B. is approved by our shareholders at the Meeting, our Board of Directors will be authorized to fix, by resolution of the Board of Directors, (i) the number of issued Preferred Shares (subject to the maximum number of Preferred Shares authorized in such class), (ii) the designation of such class of Preferred Shares, and (iii) the conversion, redemption, optional and other special rights, qualifications, limitations or restrictions, if any, of the shares of such class of Preferred Shares. Consequently, the issuance of Preferred Shares would be available for issuance without further actions by our shareholders, unless shareholder approval is otherwise required for any particular reason by virtue of Israeli law, the rules of any exchange or other market on which our securities may then be listed or traded, our Articles of Association then in effect, or any other applicable rules and regulations.

Our Board of Directors believes that the addition of Preferred Shares to our registered share capital is in the Company's and its shareholders' best interests because Preferred Shares would permit our Board of Directors to address future financing and transactional needs by authorizing our Board of Directors to expeditiously create any class or series of Preferred Shares customized to meet the needs of any particular transaction and prevailing market conditions. Our Board of Directors will be permitted to issue Preferred Shares for any proper corporate purpose. If any Preferred Shares are to be issued in connection with a potential transaction that independently requires our shareholders' approval, such approval will be sought at the appropriate time.

This amendment is not being proposed in connection with any particular stock offering or any other specific matter. At this time, we have no plans to issue any of the newly authorized Preferred Shares in order to raise funds or for any other corporate purposes.

Accordingly, we propose to revise Articles 11, 13, 16, 17, 122, and 137(b) in our Current Articles of Association and to add new Articles 13A and 15A, as set forth set forth on Appendix A1; and, to add a new Section 4(b) to our Memorandum of Association as set forth on Appendix A2; (language on Appendices A1 and A2 in bold and underlined is proposed to be added to the respective provisions and language on Appendices A1 and A2 in bold strikethrough is proposed to be deleted from the respective provisions).

Our shareholders will be requested to adopt the following resolution at the Meeting:

"RESOLVED to approve the addition to the Company's registered share capital of 1,000,000,000 Preferred Shares of no par value each and the corresponding increase in the Company's registered share capital, and the proposed amendments to Articles 11, 13, 16, 17, 122, and 137(b) in our Amended and Restated Articles of Association and to add new Articles 13A and 15A, as well as the addition of a new Section 4(b) to our Memorandum of Association, to be revised with the changes shown marked in Appendix A to the Proxy Statement."

C) Internal Auditor Supervision

Until his resignation on June 8, 2016 (for reasons not connected to the Company) our internal auditor was Mr. Pinhas Bar-Shmuel, certified public accountant (Isr.). On July 13, 2016, our Board of Directors, following the recommendation of our Audit Committee, resolved to appoint as our new internal auditor, Mr. Yisrael Gewirtz, a partner at Fahn Kanne Control Management Ltd., a member firm of Grant Thornton International.

Under the Companies Law, the organizational supervisor of the internal auditor of a public company is either the chairman of the board or the general manager, as set forth in the articles of association of the company, and if the articles of association are silent then as determined by the board of directors of the company. In addition, under the Companies Law, the internal auditor will submit for approval of the audit committee of the board of directors, or of the board of directors, as set forth in the articles of association of the company, a proposal for an annual or periodic working program and the audit committee of the board of directors or the board of directors, as applicable, will approve the same with such changes as it considers appropriate.

According to our Current Articles of Association, the organizational supervisor for our internal auditor is the Chairman of the Board, and the annual or periodic work plan is presented to our Board of Directors. Following the recommendations of Mr. Yisrael Gewirtz, our Internal Auditor, our Audit Committee and our Board of Directors, we are proposing to amend our Current Articles of Association so that the organizational supervisor for our internal auditor will be our general manager, and the annual or periodic work plan shall be presented to our Audit Committee of the Board of Directors for its review and approval.

Accordingly, we propose to revise Article 113 in our Current Articles of Association, as set forth set forth on Appendix A1; (language on Appendix A1 in bold and underlined is proposed to be added to the respective provisions and language on Appendix A1 in bold strikethrough is proposed to be deleted from the respective provisions).

Our shareholders will be requested to adopt the following resolution at the Meeting:

"RESOLVED to approve the proposed amendments to Article 113 in our Amended and Restated Articles of Association, to be revised with the changes shown marked in Appendix A1 to the Proxy Statement."

D) Miscellaneous Revisions

We are proposing certain additional amendments to the Current Articles of Association as follows:

The addition of Article 15A which clarifies that our Board may issue shares which shall be dormant upon issue. While we are of the view that this is permissible under the Companies Law without an explicit provision in the articles of association of a company, it is nonetheless proposed to add this matter to our Current Articles of Association.
The addition of Article 144A and certain other changes in Articles 139 through 141 which clarify that the Current Articles of Association's provisions concerning insurance coverage for directors and officers, waiver of liability and indemnification are prospective in nature and will incorporate any future revisions to applicable law governing such matters.

Accordingly, we propose to revise Articles 139 through 141 in our Current Articles of Association, and to add new Articles 15A and 144A, as set forth set forth on Appendix A1; (language on Appendix A1 in bold and underlined is proposed to be added to the respective provisions and language on Appendix A1 in bold strikethrough is proposed to be deleted from the respective provisions).

Our shareholders will be requested to adopt the following resolution at the Meeting:

"RESOLVED to approve the proposed amendments to Articles 139 through 141 in our Amended and Restated Articles of Association, and to add new Articles 15A and 144A, with the Amended and Restated Articles of Association to be revised with the changes shown marked in Appendix A1 to the Proxy Statement."

In accordance with Sections 24 and 85 of the Companies Law, Article 80 of our Current Articles of Association, and Section 4 of our Memorandum of Association, the approval of each of Proposals 5.A. and 5.B. must receive the affirmative vote of the holders of a majority of our ordinary shares participating and voting at the Meeting as Valid Meeting Participants.

In accordance with Section 85 of the Companies Law and Article 80 of our Current Articles of Association, the approval of Proposals 5.C. and 5.D. must receive the affirmative vote of the holders of a majority our ordinary shares participating and voting at the Meeting as Valid Meeting Participants.

Our Board of Directors recommends a vote "FOR" the adoption of the proposed amendments to our Current Articles of Association and our Memorandum of Association.

* * * * *

We are not aware of any other matters to be presented at the Meeting. If, however, any other matters should properly come before the Meeting or any adjournment or postponement thereof, the proxy or voting instruments confer discretionary authority with respect to acting thereon, and the persons named in the proxy or other voting instrument will vote on such matters in accordance with their best judgment

Review of documents

Our shareholders may review, by request, documents relevant to the agenda matters of the Meeting, at the Company Offices, Sunday through Thursday during regular working hours, by coordinating in advance with our General Counsel & Company Secretary, Mr. Avraham Ben-Tzvi, Adv., by email at [email protected] or Telephone: +972-3-9333121, until the day of the Meeting. Furthermore, the Proxy Statement, Voting Slip, and Notice of Annual General Meeting of Shareholders can also be viewed on the Commission's website at www.sec.gov, the Distribution Site and on the TASE Website, as well on our corporate website at http://kitovpharma.investorroom.com/Shareholder-Meetings.

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROXY STATEMENT, OR THE INFORMATION FURNISHED TO YOU IN CONNECTION WITH THIS PROXY STATEMENT WHEN VOTING ON THE MATTERS SUBMITTED TO SHAREHOLDER APPROVAL HEREUNDER. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT FROM THAT WHICH IS CONTAINED IN THIS DOCUMENT. THIS PROXY STATEMENT IS DATED NOVEMBER 2, 2016. YOU SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED IN THIS DOCUMENT IS ACCURATE AS OF ANY DATE OTHER THAN NOVEMBER 2, 2016, AND THE MAILING OF THIS DOCUMENT TO ADS HOLDERS OR SHAREHOLDERS SHOULD NOT CREATE ANY IMPLICATION TO THE CONTRARY.

By Order of the Board of Directors,

/s/ Avraham Ben-Tzvi

Avraham Ben-Tzvi, Adv. General Counsel & Company Secretary Kitov Pharmaceuticals Holdings Ltd.

November 2, 2016

Voting Slip – Part Two

Company name: Kitov Pharmaceuticals Holdings Limited, public company no. 520031238

Company address (for submission and delivery of Voting Slips): One Azrieli Center, Round Tower, 23rd Floor, 132 Menachem Begin Road, Tel Aviv 6701101, Israel

Meeting date: Monday, December 5, 2016, at 4:30 p.m. (Israel Time).

Date of adjourned meeting: Monday, December 12, 2016, at 4:30 p.m. (Israel Time).

Meeting type: Annual General Meeting (the "Meeting").

Shareholder Details:

Shareholder Name: ___________________

Israeli ID no.: ______________________

For shareholders who are not in possession of an Israeli ID card:

Country of Issue: ______________________

Valid Until: _______________________

For shareholders that are corporations:

Corporation no. : _____________________

Country of Incorporation: ___________________

Is the Shareholder any of the following[1]:

A "Principal Shareholder"[1]:	Yes / No
A "Senior Officer of the Company"[2]:	Yes / No
An "Institutional Investor"[3]:	Yes / No

Manner of Voting:

Matter	Manner of voting
	For	Against	Abstain
Proposal 3.A To approve the Letter of Exemption granted by the Company to the director so named, which is in the form of such letter previously approved by the shareholders to be granted by the Company to directors serving from time to time in such capacity, a form of which is attached as Exhibit 10.5 to the Registration Statement on Form F-1 of the Company filed with the SEC on September 24, 2015.
i) Ido Agmon
ii) Steven Steinberg
iii) Leah Bruck

1 Please circle the relevant possibility in each of the sections.

² As defined in Section 1 of the Securities Law, 5728-1968 (hereinafter: the "Securities Law")

³ As defined in Section 37(d) of the Securities Law

⁴ As defined in Regulation 1 of the Supervision of Financial Services Regulations (Provident Funds)(Participation of a Management Company at a General Meeting), 5769-2009 as well as a Manager of Mutual Funds as per the meaning in the Mutual Funds Law, 5754-1999

II-1

Proposal 3.B To approve Letter of Indemnity granted by the Company to the director so named, which is in the form of such letter previously approved by the shareholders to be granted by the Company to directors serving from time to time in such capacity, a form of which is attached as Exhibit 10.6 to the Registration Statement on Form F-1 of the Company filed with the SEC on September 24, 2015.
i) Ido Agmon
ii) Steven Steinberg
iii) Leah Bruck
Proposal 4 To approve the re-appointment of the applicable nominee for re-election as a director, to serve as a director of the Company in the first class of directors, commencing with the expiration of the applicable nominee's current term of office as a director, and to serve until the 2019 annual meeting of shareholders of the Company, and until his successor has been duly appointed, at which time his term of office will end as set forth in the Company's Amended and Restated Articles of Association.
Proposal 4.A. Dr. Paul Waymack
Proposal 4.B.
Dr. Alain Zeitoun

Mark X or V clearly in the appropriate column, in accordance with your voting decision.

________________________________________________________________________ _______________________________________________________________________________ _______________________________________________________________________________

Details:

Following are details in connection with my status as an interested party, as defined in Section 1 of the Companies Law, for the purpose of the proposed engagement:

______________________________________________________________________________________

Date Signature

For shareholders holding shares through a stock exchange member (in accordance with Section 177(1) of the Companies Law, 5799 - 1999), this Voting Slip is only valid when accompanied by an certification of ownership. For shareholders registered in the Company's shareholder registry – this Voting Slip will only be valid when accompanied by a photocopy of an ID / passport / certificate of incorporation.

II-2

The Companies Law, 5759-1999

A Company Limited By Shares

Amended and Restated Articles of Association of Kitov Pharmaceuticals Holdings Ltd.

Israeli Public Company Number 520031238

Interpretation; General

In these Articles of Association ("Articles"), unless the context otherwise prescribes, the meaning of the following words shall be as follows:

"person"	-	includes a corporate body (unless otherwise stated herein);
"Shareholder"	-	a person who is a Registered or Unregistered Shareholder. If any 'effective date' exists (as defined in Section 182 of the Companies Law or in any Companies Regulations enacted in reference to Section 182 of the Companies Law), for such purpose, a shareholder will be deemed to be a holder who is registered as such on the effective date.
"Registered Shareholder"	-	a Shareholder holder of Shares registered in the Company's register of members.
"Unregistered Shareholder"	-	a person in whose favour a sShare is registered with a stock exchange member and such sShare is included amongst those that are registered with the Company's register of members, in the name of a nominee company.
"TASE"	-	the Tel Aviv Stock Exchange Ltd.
"Board" or "Board of Directors"	-	the Board of Directors duly appointed in accordance with the provisions of these Regulations.
"Director"	-	A member of the Board of Directors of the Company.
"Companies Law"	-	the Companies Law, 5759-1999, as amended from time to time, as well as the Regulations that have been or will be promulgated by virtue thereof;
"Securities Law"	-	the Securities Law, 5728-1968, as amended from time to time, as well as the Regulations that have been or will be promulgated by virtue thereof
"Law"	-	the Companies Law, the Securities Law, as amended from time to time, as well as the Regulations that have been or will be promulgated by virtue thereof and any other valid statute relating to companies that applies to the Company for the time being;
"Company"	-	the Company mentioned above.
		A1-1

"Register of Shareholders"	-	the shareholders register to be maintained pursuant to section 127 of the Companies Law and also, if the Company holds another register outside of Israel – any other register, pursuant to the circumstances.
"Office"	-	the registered office of the Company as existing for the time being, and which will vary from time to time.
"writing"	-	printing, lithography, photocopy, cable, telex, fax, e-mail and any other form of creating or impressing words in any visible form.
"securities"	-	includes, shares, debentures, capital notes, warrants, options, certificates and other documents conferring the right to sell, convert or sell and the like.

" Companies Ordinance" means the Companies (New Version) Ordinance, 5743-1983.
1. The provisions contained in sections 2, 3, 4, 5, 6, 7, 8 and 10 of the Interpretation Law, 5741-1981, will, mutatis mutandis, apply also to the interpretation of the Articles, in the absence of any other provision relating thereto and unless otherwise repugnant to or inconsistent with such application. Words stated herein these Articles in the singular shall be construed as well in the plural, and vice versa. Words stated in the male gender are stated such for convenience only and shall be construed in the female gender as well. The English version of these Articles shall be the sole binding version.
1. Save as stated in this paragraph, unless contradictory to or inconsistent with the context or the content, words and expressions defined in the Companies Law, shall bear the same meaning when used in these Articles.
1. Provisions in law which are not immutable will apply to the Company as set forth in the applicable law, unless otherwise contracted around as set forth herein, and in the event of any conflict between the provisions of the law, including, inter alia, the Companies Law, and these Articles, the provisions of these Articles shall prevail.
1. Reference made herein to any provision contained in the Companies Law which has been amended or repealed, the provision in question shall be regarded as valid and form part of these Articles, unless otherwise prohibited by law.
1. Unless these articles make reference to the particular majority required for adopting a resolution at the general meeting or by the Board, or unless a particular majority is required under applicable law, the majority required for adopting such a resolution shall be a simple majority of the presents who votes.

Name of the Company

The name of the Company is:

כיטוב פארמה החזקות בע"מ :Hebrew In In English: Kitov Pharmaceuticals Holdings Ltd.

Objects of the Company

1. The Company may engage in any lawful business.
1. The Company's center of management shall be in Israel, unless the Board of Directors shall otherwise resolve, with a majority of three quarters (75%) of the participating director votes. The provisions of this Article 9 can be amended and revised only by a decision of the general meeting of the Company with a majority of (a) 75% of the voting rights in the Company participating and voting on the matter in the applicable general meeting and (b) more than 47.90% of all of the voting rights in the Company as of the record date established for the applicable general meeting (hereinafter: the "Special Majority")

Donations

The Company may contribute reasonable amounts, or issue a reasonable amount of the Company's securities, to worthy causes even if the contribution does not fall within the scope of the Company's business considerations.

Registered Share Capital

1. The registered share capital of the Company is as follows:
2. a. 5,000,000,000 ordinary shares of no par value each (hereinafter: "the SharesOrdinary Shares"); and,
3. b. 1,000,000,000 preferred shares of no par value each, subdivided into five classes of preferred shares (class A preferred, class B preferred, class C preferred, class D preferred, and class E preferred) of 200,000,000 preferred shares of no par value each in each class of preferred shares (hereinafter: "the Preferred Shares").
Ordinary Shares and Preferred Shares shall collectively be referred to herein these Articles as "Shares". The Company may alter the registered share capital in accordance with the provisions of the Companies Law and these Articles.

Liability of the Shareholders

The liability of each Shareholder is limited to the unpaid amount which they are required to pay the Company for each Share that is being held by them.

1. The Company's SharesOrdinary Shares have equal rights for every purpose and will confer upon the holder thereof:
2. (a) equal rights to receive an invitation to, attend all of and vote at all of the general meetings of the Company. Each one of the Company's SharesOrdinary Shares will confer upon the holder a single vote at every general meeting of the Company at which he/she participates and votes, by himself/herself, by agent, or by proxy.
3. (b) after payment of the dividend preference for Preferred Shares set forth in Article 13A below, equal rights to receive dividends, if and when distributed, whether in cash or any other manner, according to the ratio between the shareholders' holdings in the Company's issued and outstanding share capital and the Company's total issued and outstanding share capital.
4. (c) equal rights to participate in a distribution of bonus shares, if distributed.
5. (d) after payment of the liquidation preference for Preferred Shares as set forth in Article 13A below, equal right to participate in a distribution of the Company's assets available for distribution, in the event of a winding-up of the Company.

13A. (a) Each Preferred Share in the Company's capital shall be entitled to receive upon distribution, and in preference to the Ordinary Shares of the Company, (i) dividends in excess of the general dividends issued to all shareholders including holders of Ordinary Shares, and/or (ii) amounts paid in a distribution of the Company's surplus assets on winding up, in an amount equal to the original issue price for such Preferred Shares as set forth in the Company's share registrar (adjusted for share combinations or subdivisions or other recapitalizations of the Company's shares), and less the amount of any dividend previously paid in preference, all pro rata to the number of the Company's Preferred Shares of each specific class of Preferred Shares issued and outstanding at such time, without having regard to any premium paid or discount thereon, and all subject to the provisions hereof.

(b) Furthermore, and after payment of the Preferred Shares' dividend preferences or liquidation preferences as aforesaid, each Preferred Share in the Company's capital shall be entitled to receive upon distribution, (i) a general dividend issued to all Shareholders, (ii) bonus shares, and (iii) amounts paid in a distribution of the Company's surplus assets on winding up, all pro rata to the number of the Company's Shares (Ordinary Shares and Preferred Shares) issued and outstanding at such time, without having regard to any premium paid thereon or discount, and all subject to the provisions hereof.

(c) All Preferred Shares shall be non-voting shares and shall not vest the holder thereof with any right to participate in the Company's general meetings, to receive notice thereof and/or to vote thereat.

(d) Without prejudice to Article 15, and Articles 50 through 52 hereinafter, the Preferred Shares may be redeemable shares, and may be redeemed by the Company in accordance with the redemption provisions (if any) established in the terms of issuance of the Preferred Shares.

(e) Subject to the Companies Law, the Securities Law and these articles, the Board of Directors of the Company is hereby expressly vested with authority to adopt resolutions with respect to any unissued and/or treasury Preferred Shares, to issue Preferred Shares, and to provide for the terms of the issuance, qualifications, limitations or restrictions, if any, of Preferred Shares, and each class thereof, including, without limiting the generality of the foregoing:

i. whether that class of Preferred Shares shall have privileges for the exchange of the Preferred Share into other securities of the Company (including rights to exchange such class into the Ordinary Shares or other classes of Preferred Shares of the Company) and, if so, the terms and conditions of such exchange, including provision for adjustment of the exchange rate in such events as the Board of Directors shall determine;
ii. the terms and conditions of any redemption features attached to the class of Preferred Shares, if any, the date or dates upon or after which they shall be redeemable, and the amount per preferred share payable in case of redemption, which amount may vary under different conditions; and
iii. any other terms, rights or limitations of that class of Preferred Shares as may be permitted or required by law.

(d)

1. Without prejudice to any special rights previously conferred on the holders of existing Shares in the Company, any Share share in the Company may be issued with such preferred or deferred rights or rights of redemption or other special rights or such restrictions, whether in regard to dividend, voting, sight or otherwise, as the Company may from time to time by resolution adopted at the general meeting by a majority of the Shareholders, determine.
1. The Company's Board of Directors is entitled, under the provisions of the Companies Law, to issue or allot securities that are redeemable and to redeem it into cash, in specie or to convert it into Company's issued shares, in accordance to its par value or with a premium.
15A. The Company's Board of Directors is entitled to issue Shares or other securities, which shall, upon issue, be dormant and not confer any rights whatsoever until such time as the Board of Directors shall otherwise determine with respect to such Shares as they deem fit, subject to the provisions of the Companies Law, Securities Laws, these Articles, and/or any other law or regulation, as applicable to such issuance.
1. Without prejudice to that which is set forth in Article 82A hereinafter, Iif at any time the share capital of the company is divided into different classes of shares, the Company may, by resolution adopted by a simple majority at the general meeting, the rights, privileges, concessions, limitations and provisions for the time being attached to or otherwise in relation to any class, may, unless otherwise provided by the terms of the shares of that class, be varied, converted, extended, added to or otherwise altered with the consent in writing of the holders of all the issued shares of that class, or as determined by a resolution adopted at a general meeting by simple majority of the shareholders of such class.
1. The special or other rights conferred upon the Shareholders or the holders of a class of shares that have been issued, including shares that have been issued with preferential or other special rights, will not be deemed to have been varied by the creation or issue of additional shares of any class, ranking equally therewith unless otherwise stipulated by the terms of issue of such shares. Subject to the provisions of Article 82A hereinafter, Tthe provisions contained in these Articles regarding general meetings will, mutatis mutandis, apply to every class of shares meeting as above.
1. The unissued shares in the registered share capital of the Company shall be under the supervision of the Board of Directors who may allot the same up to the limit of the registered share capital of the Company, to such persons for cash or other consideration otherwise than cash, with such reservations and on such conditions, and on such dates as the Board shall deem fit (including allotment as dormant shares which shall not confer any rights whatsoever as long as they are in the ownership of the Company or otherwise being held for the benefit of the Company), and the Board shall have the power to make calls on any person regarding such shares or any of them during such period and on such consideration and on such terms as the Board shall deem fit.
1. Upon the allotment of shares, the Board of Directors may provide for differences among the holders of such shares as to the amount of calls and/or the times of payment thereof.
1. If by the terms of allotment of any share, the whole or any part of the price thereof shall be payable in installments, every such installment shall, when due, be paid to the Company by the then registered holder of the share or by his representatives.

Share Certificates

Subject and pursuant to the provisions of the Companies Law, share certificates attesting to the right of title to a share, shall bear the stamp of the Company or its printed name together with the signature of one Director, or the Company Secretary or the Company's general manager, or as otherwise determined by the Company's Board from time to time.

Every Registered Shareholder (including the Company's registration company) is entitled to receive from the Company, at his request, one share certificate in respect of the shares registered in his name or, if the Board so approves (after he pays the amount prescribed from time to time by the Directors) to a number of share certificates each for one or more of such shares; each share certificate shall specify the name of the shareholder, the number of the shares, subject to the provisions of the Companies Law.

A certificate relating to a share that is registered in the name of two or more persons, shall be delivered to the person whose name appears first in the Shareholders Register in relation to such share unless all of the registered owners of that share shall have instructed the Company in writing to deliver the same to any other registered holder.

Shareholder

1. If any share certificate has been lost or defaced, the Board may issue a new certificate respectively in lieu thereof, provided the original certificate has not been cancelled by the Company, or it has been proved to its satisfaction that the certificate or warrant has been lost or destroyed, and satisfactory indemnity has been received for any possible damage, all against payment, if imposed, as resolved by the Board. The provisions of Articles 21 through 23 shall apply, mutatis mutandis, also with respect to the issue of a new share certificate.
1. The Company shall not issue bearer shares or bearer securities of any kind.

Calls

1. The Directors may, from time to time, at their discretion make calls upon members for all monies unpaid in respect of the shares held by each of the members, and which are not by the terms of issue thereof required to be paid at a fixed date or dates, and each Shareholder shall pay the Company the amount of such calls made upon him at the time and place prescribed by the Board. A call may be effected by making payment in installments. A call shall be deemed to have been made on the date on which the decision of the Directors approving the making of the call has been passed.
1. Fourteen (14) days' prior notice will be given for each call specifying the amount and place of payment thereof save that the Directors may, before the time prescribed for payment of such call, revoke by notice in writing to the members, such call or extend the time for payment thereof, provided that such resolution has been adopted prior to the payment date of the call.
1. Joint holders of a share shall be jointly and severally liable for payment of all calls and installments due in respect of such share.
1. If, by the terms of allotment of any share or otherwise an amount or installments are payable on a fixed date or dates on account of such sum or installment shall be discharged as if it were a call duly made and notified by the Board, and all the provisions contained in these Articles relating to calls shall apply to such amount or installment.
1. If a sum called or installment payable is not discharged on or prior to the date of payment thereof, the person who is for the time being the holder of such share in respect of which such call or installment has been made, shall pay interest on such amount at the rate determined by the Board from time to time, or at the rate as permitted by law for the time being, from the date prescribed for payment thereof until actually paid, save that the Board of Directors may waive the payment of interest in whole or in part.
1. If the Directors deem fit, they may receive from a Shareholder wishing to advance such amounts, as stated above, which have not been called or have not become payable and remain outstanding on account of all or some of his shares, an advance payment and may pay him on such monies so prepaid as aforesaid or any part thereof, interest until the date on which such monies would have otherwise become payable at the rate agreed to between the Directors and such Shareholder.

Forfeiture of shares

1. If a Shareholder fails to pay any call or installment of a call at or before the day appointed for payment thereof and on the conditions prescribed, regardless of whether a call has been issued or not, the Board may serve a notice on him requiring payment of so much of the call or installment as is unpaid, together with any interest which may have accrued and all the expenses that the Company has borne in respect of such non-payment.
1. The notice shall name a further day (which shall be at least 14 days after the date of the notice) and the place or places at which the above call or installment is to be paid together with such interest and expenses. The notice shall further state that in the event of non-payment on the date prescribed or by such day, and at the place specified in the notice, the shares in respect of which the call was made or the date of the payment of the installment has fallen due, may be forfeited by the Company.
1. If the requirements of any such notice as aforesaid are not complied with, the Directors shall be entitled according to a resolution passed in this connection, at any time thereafter prior to payment of the call or the installment, the interest and the expenses due in connection with the shares, forfeit the shares in respect of which such notice was given such forfeiture to extend to all the dividends declared in relation to the forfeited shares and not actually paid prior to the forfeiture.
1. A share so forfeited shall be deemed to be the property of the Company and the Board of Directors will be entitled to sell, re-allot or otherwise transfer the share as they deem fit, subject to the provisions of the Companies Law and these Articles.
1. Any Sshares that have been forfeited and prior to the sale or re-allotment thereof, will be dormant, and shall not confer any rights whatsoever as long as they are in the ownership of the Company.
1. The Directors may, at any time, prior to the sale, re-allotment or transfer of any share so forfeited, revoke the forfeiture on such terms as the Board deem fit.

A person whose shares have been forfeited shall cease to be a Shareholder in respect of the forfeited shares but shall notwithstanding, remain liable to pay forthwith to the Company all calls, installments, interest and expenses due on account of or for such shares at the time of forfeiture, together with the interest on such sums from the date of forfeiture until the date of payment, at the maximum permitted rate at such time according to law, unless the shares that have been forfeited have been sold and the Company has received the full amount of the consideration undertaken to be paid by the shareholder, with the addition of the expenses incidental to the sale;

1. Where the proceeds received on account of a sale of the shares forfeited exceed the consideration undertaken to be paid by the Shareholder for the shares so forfeited, the Shareholder shall be entitled to a partial refund of the consideration that he/she has given for them, if any, subject to the provisions of the agreement issuing the shares, provided the consideration remaining in the hands of the Company will not be less than the full amount of the consideration undertaken by the holder of the shares that have been forfeited, with the addition of the expenses incidental to the sale. The provisions of these Articles regarding forfeiture of shares shall likewise apply to cases of non-payment of an amount known which, according to the terms of the issue of the share, falls due on a fixed date as if such sum were payable by virtue of a call duly made and notified in regard thereto.
1. The Company shall have a first and paramount lien upon all the shares registered in the name of each Shareholder, apart from fully paid-up shares, as well as over the proceeds of sale thereof for the discharge of the debts and liabilities of such Shareholder to the Company solely or jointly with any other persons whether the period for the payment or discharge thereof shall have actually arrived or not and howsoever arising, and save as provided by Article 12 herein no right in equity shall be created with respect to any such share. Such lien and charge shall extend to all dividends from time to time declared in respect of such shares. Unless otherwise resolved, the registration of a transfer of any shares by the Company shall operate as a waiver of the Company's lien or charge (if any) upon the shares.
1. For enforcing the above charge, the Company may sell the shares subject to any such lien at such time or times and in such manner as they shall think fit, but no sale of any share shall be made until the period specified in Article 32 above shall have passed and notice in writing given to the Shareholder (or to whomsoever is entitled to receive notice following the death or bankruptcy or winding-up or receivership of the Shareholder) stating that the Company intends to sell the shares and the Shareholder or the person so entitled to the share has failed to pay the debts specified above or comply with or fail to perform the above engagements for 14 (fourteen) days after such notice.
1. The proceeds of such sale after payment of the costs of such sale shall be applied in or towards satisfaction of the debts or liabilities of such Shareholder (including debts, liabilities and engagements not yet due for payment or performance) and the provisions of Article 37 will mutatis mutandis, apply.
Upon a sale after forfeiture or after enforcing a lien by or in the exercise of the powers hereinbefore given, the Directors may appoint a person to sign the instrument of transfer of the shares so sold and cause the purchaser's name to be registered in the Register in respect of the shares sold and after his name has been registered in the Register in respect of such shares the validity of the sale shall not be impeached and the remedy of any person aggrieved by the sale shall be by way of a suit for damages only against the Company exclusively.

Transfer and Transmission of Shares

Every transfer of shares registered in the Register of Shareholders in the name of a Registered Shareholder, including a transfer by or to the nominees company, will be made in writing and will be subject to the approval of the Company's Board of Directors. Each transfer of shares to a registered shareholder, the instrument of share transfer will be signed under the hand only of the transferor and by the transferee, personally or by proxy, as well as by witnesses to their signature, and the transferor will be deemed to remain as shareholder until the name of the transferee is registered in the Register of Shareholders in relation to the transferred share. Subject to the provisions of the Companies Law, the share transfer will not be registered unless an instrument of transfer has been delivered to the Office of the Company, as detailed below:

The instrument of share transfer will be drawn and completed in the following manner or in similar manner to the extent possible, or in the common or accepted form that will be approved by the Company's management:

"I, ____ of __ ("the Transferor") in consideration of the sum of __ paid to me by
____ of ___ (hereinafter: "the Transferee") do hereby transfer to the Transferee the share (or shares), of no
par value numbered ____ in the undertaking called Kitov Pharmaceuticals Holdings Ltd., to hold unto the Transferee, his executors,
administrators and assigns, subject to the several conditions on which I held the same at the time of the execution thereof; and I, the Transferee, do
hereby agree to take the said share subject to the conditions aforesaid."
As witness our hands this _ day of __. Transferor		Transferee
Witness to the Transferor's signature		Witness to the Transferee's signature

1. The Company may close the Company's books and the Register of Shareholders for such period as the Directors see fit, provided it is not for more than 30 days in any one year. The Company will give notice to the Shareholders of the closure of the Register of Shareholders pursuant to that which is stated in these Articles, with respect to the delivery of notices to the Shareholders.
1. (a) Each transfer of shares will be lodged for registration at the Office together with the share certificates in respect of the shares being transferred (if so issued) together with such other evidence as will be required by the Directors. Share transfers registered will be retained by the Company but instruments of transfer which the Directors refuse to register will be returned, upon demand, to the party lodging the same, together with the share certificate (if lodged), after giving notice to the transferor of their refusal, not later than 30 (thirty) days after the date on which the instrument of transfer was received.
2. (b) The Company may demand payment of a fee for registering the transfer in such sum or at such rate as will be determined by the Board of the Company.
1. The Board of Directors may decline to perform shares transfer in case that the transfer is not allowed according to the provisions of applicable law, or the TASE articles or directives by virtue thereof, or any rule of any exchange upon which any class of securities of the Company are listed.
1. Only the surviving holder of a Share held by two or more persons shall be recognized as the holder thereof, or as the holder of an interest in such Share, save that nothing stated above shall serve to release the estate of a deceased joint holder of a Share from any obligation with respect to the security that was jointly held by him. The interest of any one of joint holders of a Registered Share may be transferred by any of them.
1. Any person becoming entitled to a share following the death of a Shareholder, may, be entitled, upon production of evidence as to the probate of a will or the appointment of a personal representative or succession order, and testifying to his right to appear in such capacity may be registered as Shareholder in respect of such shares, or may, taking into account the provisions set forth in these Articles, transfer such shares.
1. The receiver or liquidator of a company in liquidation or the trustee in bankruptcy or any official receiver of a bankrupt Shareholder may, upon production of appropriate proof as the Directors deem sufficient, and testifying to his right to appear in such capacity according to this Article or which testify to his title, may, with the Directors' consent, (and the Directors may refuse to grant such consent without stating the reason thereof) be registered as Shareholder in respect of such shares, or may, taking into account the provision set forth herein, transfer such shares.
1. All of the foregoing in regard to the transfer of Shares will apply to a transfer of other securities of the Company, mutatis mutandis.

Redeemable securities

1. The Company may issue or allot securities that are redeemable, subject to the provisions of these Articles in regard to the issue of securities.
1. Redeemable securities issued by the Company may be redeemed and no restriction by virtue of the Second Chapter of Part Seven of the Companies Law, shall apply to the redemption.
1. Redeemable Securities issued by the Company may have attached thereto the features of Shares, including rights to vote and/or the right to participate in profits.

Alteration of capital

1. The Company may, from time to time, by resolution of the general meeting adopted by simple majority, increase its registered share capital, in classes of shares as it will determine.
1. Unless otherwise stated in the resolution approving such increase of the share capital, the provisions contained herein these Articles shall apply to the new shares.
1. The Company at a general meeting may, by resolution adopted by simple majority:
2. (a) Consolidate and divide all or any of its share capital provided that this will not operate to modify the Shareholders' holdings in the issued share capital. In case the Company decides to consolidate and divide its share capital as aforesaid, it will determine the par value of the consolidate shares or determine that the consolidate shares will have no par value.

In order to effectuate the above resolution, the Board of Directors may, at its discretion, settle any difficulty arising in connection therewith, and inter alia, issue certificates of fractional shares or certificates in the name of a number of Shareholders that will comprise the fractional shares that are due to them.

Without derogating from such power of the Board, in the event of there being as a result of the consolidation, Shareholders remaining whose consolidation of shares leaves fractions, the Board of Directors may:

(1) sell all of the fractions and to that end appoint a trustee in whose name will be issued share certificates comprising the fractions, that will be sold and the proceeds received less commissions and expenses, divided amongst those entitled; or
(2) allot to each Shareholder who, as a result of such consolidation is left with fractional shares, fully paid-up shares of the class existing prior to the consolidation in such number as will, when consolidated with the fraction, be sufficient for a single complete consolidated Share and such allotment will be deemed to have taken effect immediately prior to such consolidation or distribution; or
(3) determine that Shareholders will not be entitled to receive a consolidated share in respect of a fraction of a consolidated share resulting from the consolidation of one half or less of the number of the shares whose consolidation creates a single consolidated share, but will be entitled to receive a consolidated share in respect of a consolidated fractional share that results from the consolidation of more than one half of the number of the shares whose consolidation creates a single consolidated share;

In the event of action according to sub-paragraphs (2) or (3) above obligating the issue of additional shares then payment thereof will be effected in the manner in which bonus shares are paid. Such consolidation and distribution will not be deemed to be a modification of the rights of the shares to which the consolidation and distribution relates;

(b) effect a re-distribution of the existing shares or part thereof of its share capital, in whole or in part, provided that this will not operate to modify the Shareholders' proportional holdings of the issued share capital;

In case the Company decides to consolidate and divide its share capital as aforesaid, it will determine the par value of the consolidate shares or determine that the consolidate shares will have no par value.

(c) cancel registered share capital that on the date of the making of the resolution, had not yet been allotted, provided that no commitment exists of the Company, including a conditional commitment, to allot the shares.
(d) reduce the issued share capital of the Company in a manner whereby such shares will be cancelled and all consideration paid in respect of the par value thereof (to the extent relevant) will be recorded in the Company's books as a capital reserve which will, for all purposes, be regarded as premium that has been paid on the shares that will remain in the Company's issued share capital;
(e) consolidate its share capital or part thereof into a single class of shares, and the Company shall likewise be entitled to resolve to compensate all or any of the Shareholders of the Company in respect of the consolidation of the share capital, by way of allotting bonus shares to those Shareholders.

General Meetings

1. The Company will hold an annual general meeting of Shareholders each year not later than 15 (fifteen) months after the last annual general meeting of Shareholders, and in a place which shall be determined by the Chairman of the Board of Directors, the general manager of the Company or by the Company Secretary . A general meeting of Shareholders other than an annual general meeting shall be a special meeting. All of the general meetings of the Company shall be convened in Israel, unless the Company's center of management shall have been transferred to another country in accordance with the provisions of these Articles.
1. The agenda at the annual general meeting will include the following matters:
2. (a) consideration of the Company's financial statements and the Directors' Review of the Company as submitted to the general meeting;
3. (b) the appointment of Directors including renewal of office as specified in Article 84 hereinafter;
4. (c) such business as the Board shall have decided to submit to the annual general meeting for resolution.
1. The Board will convene a special meeting ("special meeting") by resolution, upon such request of any of the following: (a) two Directors or one quarter of the Directors serving at such time; (b) one or more Shareholders holding at least 5% (five per centum) of the issued share capital and 1% (one per centum) at the least of the voting rights in the Company or one or more Shareholders holding at least 5% (five per centum) of the voting rights in the Company, provided however, that a demand by a shareholder as aforesaid shall comply with all of the requirements of a "Proposal Request" set forth hereinafter (with the demanding shareholder being considered a "Proposing Shareholder" for this purpose); and, should the Board of Directors fail to do so, the demanding director(s) or shareholder(s) shall be entitled to convene the meeting himself/themselves, pursuant to the provisions of the Companies Law.
58.
1. The Board will, if a special meeting has been requisitioned, convene the special meeting within twenty-one (21) days of the date of such request being submitted, for a date that will be determined in the notice of the special meeting, provided that such date will not be later than thirty-five (35) days after the date of the publication of the notice, unless otherwise decided in respect of a special meeting where voting with a proxy is possible.
1. Notice convening a general meeting will be published subject to the provisions of the Companies Law. Subject to the provisions of the Companies Law, a notice convening a general meeting will be published within at least fourteen (14) days of the date of the general meeting. Subject to Section 2 of the Companies Regulations (Notice of General Meetings and of Class Meetings at a Public Company) 5760-2000, the Company will not deliver a notice regarding a general meeting to a shareholder.
1. The general meeting may assume the powers vested in another corporate body for a specific matter or for a specific period of time that will not exceed the time required under the circumstances. A defect occurring in good faith in the convening or conduct of a general meeting or other defect resulting from the failure to perform any term or provision prescribed in the Law or in these Articles, including with respect to the manner of convening or conducting the general meeting, or providing notice thereof, will not disqualify any resolution adopted at the general meeting nor derogate from the considerations and discussions that took place thereat, subject to the provisions of any law.
A shareholder (including two or more shareholders that are acting in concert, herein these Articles referred to as "Proposing Shareholder(s)") holding at least one percent of the voting rights in the Company may request, subject to the Companies Law, that the Board of Directors include a proposal on the agenda of a general meeting to be held in the future, provided that the Proposing Shareholder gives timely notice of such request in writing (a "Proposal Request") to the Company Secretary and the Proposal Request complies with all the requirements of these Articles, and any applicable law and stock exchange rules, in Israel or abroad. To be considered timely, a Proposal Request, in respect of any general meeting, must be delivered, either in person or by certified mail, postage prepaid, and received at the Office no later than fourteen (14) days after the date of first publication by the Company of its annual consolidated financial statements, preceding the annual general meeting at which the shareholders are to receive the consolidated financial statements for such year.

The Proposal Request shall set forth:

(i) the name, business address, telephone number and fax number or email address of the Proposing Shareholder (or each Proposing Shareholder, as the case may be) and, if an entity, the name(s) of the person(s) that controls or manages such entity;
(ii) the number of Ordinary Shares held by the Proposing Shareholder, directly or indirectly, and, if any of such Ordinary Shares are held indirectly, an explanation of how they are held and by whom, and, if such Proposing Shareholder is not the holder of record of any such Ordinary Shares, a written statement from the holder of record or authorized bank, broker, depository or other nominee, as the case may be, indicating the number of Ordinary Shares the Proposing Shareholder is entitled to vote as of a date that is no more than ten (10) days prior to the date of receipt by the Company of the Proposal Request;
(iii) any agreements, arrangements, understandings or relationships between the Proposing Shareholder and any other person with respect to any securities of the Company or the subject matter of the Proposal Request;
(iv) the Proposing Shareholder's purpose in making the Proposal Request;
(v) the complete text of the resolution that the Proposing Shareholder proposes to be voted upon at the General Meeting and, if the Proposing Shareholder wishes to have a statement in support of the Proposing Shareholder's proposal included in the Company's proxy statement, if provided or published, a copy of such statement, which shall not exceed five hundred (500) words,
(vi) a statement signed by the Proposing Shareholder of whether the Proposing Shareholder has a personal interest in the proposal and, if so, a description in reasonable detail of such personal interest;
(vii) if the proposal is to nominate a candidate for election to the Board of Directors at an annual general meeting, the Proposal Request shall also include:
- A. a declaration signed by the nominee and any other information required under the Companies Law;
- B. all of the information set forth under Regulation 26(a) of the Securities Regulations (Periodic and Immediate Reports), 5730-1970 (the "Israeli Reporting Regulations);
- C. to the extent not otherwise provided in the Proposal Request, information in respect of the nominee as would be provided in response to the applicable disclosure requirements in Israel or abroad, including those of Item 6A (directors and senior management), Item 6E (share ownership) and Item 7B (related party transactions) of Form 20-F of the U.S. Securities and Exchange Commission, to the extent applicable;
- D. a representation made by the nominee of whether the nominee meets the objective criteria for an independent director and/or external director of the Company under the Companies Law and/or under any applicable law, regulation or stock exchange rules, in Israel or abroad, and if not, then an explanation of why not;
- E. details of all relationships and understandings between the Proposing Shareholder and the nominee; and,
- F. a statement signed by the nominee that he or she consents to be named in the Company's notices and proxy materials relating to the General Meeting, if provided or published, and, if elected, to serve on the Board of Directors.;

and,

(viii) any other information required at the time of submission of the Proposal Request by applicable law, regulations or stock exchange rules, in Israel or abroad. In addition, the Proposing Shareholder shall promptly provide any other information reasonably requested by the Company.

The Company shall be entitled to publish any information provided by a Proposing Shareholder pursuant to these Articles, and the Proposing Shareholder shall be responsible for the accuracy thereof. The parenthetical Regulation headings contained in this Article for convenience only and shall not be deemed a part hereof or used to limit the scope of disclosure required by these Articles. References in this Article to particular laws, regulations or rules shall be deemed to apply to such amended, successor or other similar laws, regulations or rules as shall apply to the Company and be in effect from time to time.

Voting rights

A shareholder wishing to vote at the general meeting shall prove his title to the share(s) to the Company, not later than seventy-two (72) hours before the time at which the general meeting is convened, unless the applicable law specifies a later period that may not be deviated from.

Nevertheless the chairman of the general meeting may, subject to the provisions of the applicable law, waive such demand with respect to any general meeting and accept the proof of ownership or copy thereof to the satisfaction of the chairman of the meeting, at the time the general meeting is opened to conduct its business.

1. A minority shareholder as well as a shareholder whom the court has declared to be legally incompetent may vote only by his/her guardian and such guardian may vote by a proxy.
1. Subject to the provisions of any law, in the case of joint shareholders, each of them may vote at any general meeting personally or by proxy, in relation to such share, as if he were the sole party entitled thereto. Where two or more joint holders of a share participate at the general meeting, whether in person or by representative proxy, the vote of the one whose name first appears in the Register of Shareholders or in a certificate regarding title to the share or other document as will be prescribed by the Board of Directors in this regard. A number of guardians or administrators of the estate of a deceased registered shareholder will be deemed for the purposes of this Article to be joint owners of such shares
1. A shareholder may vote personally or by proxy, as hereinafter stipulated.
1. Any Shareholder of the Company being a corporate body may empower any person by resolution of its directors or other managing body, as its representative at any general meeting of the Company, as it deems fit to be its representative at any general meeting. A person so empowered will be entitled to exercise on behalf of the corporate body s/he represents, the same powers as the corporate body itself could have exercised had it been an individual shareholder of the Company, rather than a body corporate. The chairman of the general meeting may demand from any person so empowered reasonable proof of his being an authorized representative of the body corporate as a condition for his participating at the general meeting.

It is clarified that Articles 70 to 74 herein these Articles with respect to the proxy will not apply to the authorized representative of the body corporate but only to a proxy appointed to vote on behalf of the body corporate.

Any instrument appointing a proxy ("proxy") will be signed by the appointor or by his duly appointed attorney in writing or if the appointor is a corporation the appointment will be made in writing and duly signed by the authorized signature of and under the stamp of the Company, or under the hand of the authorized representative thereof.
1. The instrument appointing a proxy or a copy thereof to the satisfaction of (i) the Board of Directors, or (ii) such person who has been empowered by the Board, or (iii) the Company Secretary shall be deposited at the Office or the place at which the general meeting is due to be held at least seventy-two (72) hours before the time appointed for holding the general meeting at which the person named in such instrument proposes to vote, unless otherwise set forth in an immutable provision of any applicable law. Nevertheless the chairman of the general meeting may waive such demand with respect to any general meeting and accept the proxy or copy thereof to the satisfaction of the chairman of the general meeting, at the time the general meeting commences proceedings.
1. A shareholder holding more than one share will be entitled to appoint more than one proxy, subject to the following provisions:
2. (a) the instrument of appointment will specify the class and number of shares in respect of which it was granted, and in the instances required by law, reference to the question of the shareholder's personal interest in such matter on the agenda of the general meeting, or reference to other such questions requiring a response from the shareholder as set forth in applicable law;
3. (b) if the number of shares of any class specified in the instruments of appointment granted by a single shareholder exceed the number of the shares of such class held by him as set forth in the proof of ownership submitted together with such instrument, all the instruments of appointment granted by such shareholder will be null and void in respect of the surplus shares, without derogating from the validity of the vote in respect of the shares that are held by him as set forth in the proof of ownership submitted together with such instrument;
4. (c) Where only one proxy has been appointed by a shareholder and the instrument of appointment does not specify the number and class of shares in respect of which it was granted, the instrument of appointment will be deemed to have been granted in respect of all the shares held by the shareholder as set forth in the proof of ownership submitted together with such instrument, as appropriate. Insofar as the instrument of appointment has been given in respect of a smaller number of shares than that held by the shareholder as set forth in the proof of ownership submitted together with such instrument, the shareholder will be deemed to have abstained in respect of the remaining shares held by him and the instrument of appointment will be valid in respect of the number of shares therein specified.
1. The instrument appointing a proxy for a general meeting will, to the extent the circumstances permit, be in the following form or common or usual form as approved by the chairman of the Board or the general manager or the Company Secretary or the chairman of the general meeting:

	"The undersigned, ____, [ID number / passport number / corporation number] __, and owner as of _20__ of
	___ shares of Kitov Pharmaceuticals Holdings Ltd. (the "Company"), hereby appoints __, (ID/corporate no.), and in his absence
	___ (ID/corporate no.), or anyone duly acting on their behalf (the "Proxy"), to be (my /our) proxy and to vote on (my / our) behalf all of the
	shares held by us, at the (annual / special) general meeting of the shareholders of the Company to be held on _20_, at ______, and at any
adjournment thereof, [and the undersigned directs that its shares shall be voted for each matter on the agenda as indicated below]:
	Executed on_, 20____

Name of Holder: _____
By: _______
Name: ______
Title: _______"

Any proxy or other voting instrument submitted for voting at the general meeting which does not provide for any discretion by the proxy holder who is voting such proxy at the general meeting with respect to the matters on the agenda of the general meeting, shall nonetheless be deemed, by virtue of having been be deposited at the Office or the place at which the general meeting is due to be held, to provide discretion to the proxy holder with respect to voting on any decision taken by the general meeting pursuant to Articles 77 and 78 hereinafter, or pursuant to Section 70 of the Companies Law and the Regulations enacted pursuant thereof.

A vote pursuant to the provisions of an instrument appointing a proxy will be valid notwithstanding the death of the appointor, or the revocation of the power of attorney or the transfer of the share in respect of which voting took place as above, unless notice in writing of such death, revocation or transfer was received at the Office of the Company or by the chairman of the general meeting prior to the voting.

Proceedings and resolutions adopted at general meetings

1. No business shall be transacted at any general meeting unless a quorum is present within half an hour of the general meeting proceeding to business. Save where otherwise stipulated in these Articles, or in the Companies Law, there shall be a quorum when there are present personally or by proxy at least two (2) shareholders holding jointly at least twenty-five percent (25%) of the voting rights in the Company.
1. If within half an hour from the time appointed for the holding of a general meeting no quorum is present, it will be adjourned to the same day in the next week at the same time and at the same place, or to such other day and/or time and/or place as stated in the notice to the shareholders of the general meeting, and at the adjourned general meeting only the business for which the general meeting was originally called will be transacted.
1. If there is no quorum (as set forth in Article 73 above) present at the adjourned general meeting within half an hour of the time set for commencement of such adjourned general meeting, the quorum for such adjourned general meeting shall then be any number of participants present and holding any portion of the voting rights of the Company, and they shall be entitled to deliberate all of the matters for the purpose of which the meeting was convened .
1. If the general meeting has been convened upon a requisition by shareholders, the adjourned general meeting will only take place if there are present one or more shareholders holding at least 5% (five percent) of the issued share capital and at least 1% (one percent) of the voting rights in the Company or one or more shareholders holding at least 5% (five percent) of the voting rights of the Company.
1. The chairman of the Board, or in his absence the general manager or the Company Secretary, or whoever the general manager or the Company Secretary duly appoint, will serve as chairman of the general meeting. In the absence of the chairman of the Board, or one of the above mentioned individuals, at the general meeting, the general meeting will appoint a shareholder present as chairman for such general meeting and the appointment of the chairman will be made at the beginning of the discussions at the general meeting that will, subject to the presence of a legal quorum as set forth in these Articles, be opened by the Company Secretary or by an individual authorized for such purpose by the Company Secretary.
1. The chairman of the general meeting may, with the consent of the general meeting at which a quorum is present, and shall if so directed by the general meeting, adjourn the general meeting, or the discussion of or adoption of the resolution on a matter specified on the agenda, from time to time and from place to place. No business shall be conducted at any adjourned general meeting other than the business still to be conducted at the general meeting at which the adjournment was decided upon. No shareholder shall be entitled to receive any notice with regard to the adjournment or with regard to the matters which are on the agenda of the adjourned meeting.
1. Subject to the provisions of any law, a resolution at the general meeting will be passed by a vote of a ballot, in a manner whereby each share conferring a right to vote will confer one vote. The chairman of a general meeting shall not have a casting vote, and in the event of an equality of votes, the resolution will be deemed to have not been passed. The chairman of a general meeting shall not have a casting vote
1. Resolutions at a general meeting will be passed by simple majority unless another majority is prescribed by the Law or these Articles.
1. A declaration by the chairman of the general meeting that a resolution has been carried unanimously or by a particular majority or has not been carried and an entry of a protocol of the general meeting to that effect in the minutes book of the Company, shall be prima facie evidence thereof.
1. The shareholders of the Company may vote at the general meeting by mean of a Written Ballot/Voting Slip on the specific agenda matters for which voting by Written Ballot/Voting Slip is set forth in the Law. The Board of Directors may allow voting by means of a Written Ballot/Voting Slip on other items at the Board's discretion and subject to any law; provided, however, that such Board decision to permit voting by Written Ballot/Voting Slip with respect to such matter shall not lengthen or otherwise change the required meeting notice periods otherwise set forth under the Law with respect to such matter.

82A. Proceedings and resolutions adopted at general meetings of holders of Preferred Shares

(a) General. The Preferred Shares shall not confer upon the holders thereof any voting rights or any right to appoint directors or any other right with respect to general meetings, including without limitation, attending, voting at or requesting to convene, such general meetings or proposing matters for the agenda of such general meetings, except as expressly set forth in this Section 82A or as otherwise specifically provided by Israeli law.

(b) Other Voting Rights. So long as any Preferred Shares are outstanding, the provisions of Article 16 and the provisions of this Article 82A shall apply, such that the adoption of a resolution, by a regular majority in voting power of the Preferred Shares who are present, entitled to vote thereon (if any) and voting thereon, voting together as a single class, given in person or by proxy or by an authorized proxy holder, at a meeting of holders of Preferred Shares shall be necessary for effecting or validating:

(i) Authorization of Senior Shares. Any amendment or alteration of the Memorandum of Association or Articles of Association of the Company so as to authorize or create, or increase the authorized amount of, any class or series of shares to be so authorized, created or increased after the initial issuance of any class of Preferred Shares, the terms of which expressly provide that such class or series will rank senior to the outstanding class or classes of Preferred Shares as to dividend rights and distribution rights upon the liquidation, winding up or dissolution of the Company (collectively, "Senior Shares");
(ii) Amendment of the Preferred Shares. Any amendment, alteration or repeal of any provision of the Articles of Association so as to adversely affect the special rights, preferences, privileges or voting powers of the Preferred Shares, including without limitation, the majority and quorum requirements set forth in this Article 82A.

(iii) Share Exchanges, Reclassifications, Mergers and Consolidations. Any consummation of a binding share exchange or reclassification involving the Preferred Shares, or of a merger or consolidation of the Company with or into another entity, unless in each case (x) the Preferred Shares remain outstanding or, in the case of any such merger or consolidation with respect to which the Company is not the surviving or resulting entity (or the Preferred Shares are otherwise exchanged or reclassified), are converted or reclassified into or exchanged for preferred shares of the surviving or resulting entity or its ultimate parent, and (y) such Preferred Shares that remain outstanding or such preferred shares, as the case may be, have rights, preferences, privileges and voting powers of the surviving or resulting entity or its ultimate parent that, taken as a whole, are not materially less favorable to the holders thereof than the rights, preferences, privileges and voting powers, taken as a whole, of the Preferred Shares immediately prior to the consummation of such transaction;

provided, however, that (A) for all purposes of this Article 82A, (1) any increase in the amount of the Company's authorized Ordinary Shares or Preferred Shares or the issuance of any additional Ordinary Shares or Preferred Shares or (2) the authorization or creation of any class or series of shares established after the initial issuance of any class of Preferred Shares, the terms of which do not expressly provide that such class or series ranks senior to or on a parity with the previously issued and outstanding Preferred Shares as to dividend rights and distribution rights upon any liquidation, winding up or dissolution of the Company (collectively, "Junior Shares"); or the authorization or creation of any class or series of shares established after the initial issuance of any class of Preferred Shares the terms of which expressly provide that such class or series will rank on a parity with the previously issued and outstanding Preferred Shares as to dividend rights and distribution rights upon any liquidation, winding up or dissolution of the Company (collectively, "Parity Shares"); and, any increase in the amount of authorized but unissued shares of such class or series of Parity Shares or Junior Shares or the issuance of additional shares of such class or series of Parity Shares or Junior Shares, will be deemed not to adversely affect (or to otherwise cause to be materially less favorable) the rights, preferences, privileges or voting powers of the previously issued and outstanding Preferred Shares and shall not require the consent or the adoption of a resolution by the holders of the previously issued and outstanding Preferred Shares; (B) in the event of a binding share exchange or reclassification involving the Preferred Shares, or of a merger or consolidation of the Company with or into another entity, as described in Article 82A(b)(iii) above in which the provisions of Article 82A(b)(iii)(x) and (y) are complied with, the consent or the adoption of a resolution by the holders of the previously issued Preferred Shares shall not be required in order to effect, validate or approve such share exchange, reclassification, merger or consolidation; and (C) to the extent that, notwithstanding the provisions of immediately preceding clauses (A) and (B), the consent or approval of the holders of Preferred Shares, voting together as a single class, is nonetheless required by applicable law or the Articles of Association in such circumstances, or such consent or approval is otherwise required by applicable law or the Articles of Association with respect to any matter that is not set forth in the provisions of items (i)-(iii) of this Article 82A(b), such approval or consent may be given by the adoption of a resolution, by a simple majority of the voting power of the Preferred Shares who are present, entitled to vote thereon (if any) and voting thereon, voting together as a single class, given in person or by proxy or by an authorized person, at a meeting of holders of Preferred Shares and the legal quorum for any such meeting shall be as set forth in Articles 73 through 75.

(c) Procedures for Voting and Consents. The rules and procedures for calling and conducting any meeting of the holders of Preferred Shares (including, without limitation, the fixing of a record date in connection therewith), the solicitation and use of proxies at such a meeting, the obtaining of written consents and any other procedural aspect or matter with regard to such a meeting or such consents shall be governed by any rules the Board of Directors, in its discretion, may adopt from time to time, which rules and procedures shall conform to the requirements of the Articles of Association (including the provisions of Article 82A(b) above), applicable law and, if applicable, the rules of any national securities exchange or other trading facility on which the Preferred Shares are listed or traded at the time. 82.

The Board of Directors

1. The number of members of the Board of Directors in the Company will not be less than four (4), and not exceed nine (9) members, including the external directors, to the extent that external directors are required to be appointed at the Company under the Law (the "Maximum Number"). The majority of the members of the Board of Directors shall be residents of Israel, unless the Company's center of management shall have been transferred to another country in accordance with the provisions of these Articles.
1. The Company's directors (excluding external directors, if any are appointed) shall be nominated, and then appointed at the Company's general meeting with a regular majority, for such terms of office all as set forth below:
2. (a) The Directors elected to serve in the Company (who are not external directors) at the general meeting at which these Article are adopted by the shareholders of the Company, will be divided into three classes, each class will comprise one-third of the members of the Board (who are not external directors, if any were appointed), (hereinafter the "first class"; the "second class"; and the "third class"). If the number of directors is not equally divisible by three, each of the first class and the second class will be comprised of a different number, the closest and lowest to one-third, while the third class will be comprised of the remaining directors (who are not external directors, if any were appointed). The first division into thirds will be carried out in accordance with the Board's decision in relation to the classification above, at the discretion of the Board. If the number of directors changes, the number of directors in each class will change in accordance with the aforesaid rule. For purposes of clarification nothing in the above is to prevent the re-election of directors whose terms of service are expired, provided they will be nominated for re-election at the general meeting in accordance with the Articles.
3. (b) At the first annual general meeting of shareholders of the Company, which will take place after the approval of these Articles by the general meeting, the term of appointment of the directors included in the first class shall end.
4. (c) At the second annual general meeting of shareholders of the Company, which will take place after the approval of these Articles by the general meeting, the appointment of the directors included in the second class shall end.
5. (d) At the third annual general meeting of shareholders of the Company, which will take place after the approval of these Articles by the general meeting, the appointment of the directors included in the third class shall end.
6. (e) In the annual general meeting that will take place each year following the general meeting at which these Article are adopted by the shareholders of the Company, the annual general meeting shall be entitled to elect directors who shall be elected for a Three-Year Term to replace the class of directors whose term in office has expired as of such annual general meeting, and so on ad infinitum, so that the directors who shall be elected as stated above shall enter office at the end of the general meeting under which they were elected, unless a later date was decided at the time of the appointment, and shall serve for Three-Year Terms (unless their appointment will be terminated in accordance with the provisions of these Articles), and so that each year, the term in office of one of the classes of directors shall expire at the annual general meeting of such year.
7. (f) A "Three-Year Term" as used herein shall mean a term of office of a director until the third annual general meeting which shall be held following the date of their election as director.
8. (g) Notwithstanding the foregoing, each director shall continue to serve in office until his successor is duly elected and qualified, or until his retirement, death, resignation or removal.
(h) The nomination of candidates for election as Directors may be made by the Board of Directors, unless otherwise delegated by the Board to a nominating committee. A shareholder holding such voting rights to be eligible to nominate a candidate for director as set forth in the Companies Law, and interested in proposing the nomination of certain candidate(s) for consideration by the Board of Directors, as aforementioned, shall submit his or her proposal in writing to the Office no later than 14 days after the date of first publication by the Company of its annual consolidated financial statements preceding the annual general meeting at which the shareholders are to receive the consolidated financial statements for such year. Any proposal by a shareholder as set forth above shall include all of the information required with respect to a Proposal Request as set forth in Article 62.
1. The general meeting may, notwithstanding the above, at any time, dismiss a director with a Special Majority. Subject to the provisions of the Law, the appointment of a director shall not be terminated, other than as set forth in this Article and Article 84 above.
1. The Board may appoint immediately or at a future date, a director or directors to serve until the annual general meeting set to take place at the end of the Three-Year Term for the class of directors to which such director is so appointed by the Board ("Additional Director"), provided that the total number of the members of the Board of Directors serving at such time will not exceed the Maximum Number.
1. The provisions of Articles 83 through this Article 87 can be amended and revised only by a decision of the general meeting of the Company taken by a Special Majority.
1. The appointment and removal of the external directors will be performed in accordance with the provision of the Law, as such are in effect from time to time.
1. (a) A director may at any time appoint a person (not being a body corporate) to act as his/her alternate on the Board (Alternate Director);
2. (b) As long as the appointment of the Alternative Director is in force, he shall be entitled to receive notices to any meeting of the Board (without negating the right of the Appointor Director to receive notices) and attend and vote at any meeting of the Board from which the Appointor Director is absent.
3. (c) The Alternate Director will have, subject to the provisions of his instrument of appointment, all the powers vested in the Director for whom he is alternate, and shall be treated as a Director.
4. (d) A Director who has appointed an alternate will be entitled at any time to revoke the appointment and the service of an alternate will cease if the director who appointed him (herein referred to as: "the Appointor Director") has notified the Company in writing of such revocation of the appointment or of his resignation or if the service of the Appointor Director as such has been otherwise terminated.
5. (e) Every appointment and revocation of the appointment of an Alternate Director will be made by written notice to the Company.
1. The office of a director shall be ipso facto vacated in any of the following cases:
2. (a) if he/she has resigned
3. (b) if has been dismissed from office as stated in section 231 of the Companies Law;
4. (c) if he has been convicted of an offence as stated in section 232 of the Companies Law;
5. (d) on the date on which notice is given of the imposition of a means of enforcement as stated in section 232A of the Companies Law;
(e) if a court has decided to order the termination of his office as stated in section 233 of the Companies Law;
(f) if he has been declared bankrupt;
(g) on his death;
(h) if he is declared legally incapacitated;
(i) on the date on which notice is given according to section 227A or 245A of the Companies Law.
1. If the office of Director is vacated, the continuing Directors may act in respect of all matters provided that their number is not less than four Directors (including the outside Directors). If their number is less than such minimum, they may only act in order to convene a general meeting for purpose of appointing additional Directors.

The Directors will be entitled to remuneration and compensation in respect of their service subject to receiving the approvals required by applicable law. A Director is entitled to receive his reasonable travelling expenses and remaining expenses related to participating in meetings of the Board and performing his duties as member of the Board.

1. The Board of Directors may delegate any of its powers to the general manager and any committee of the Board, subject to restrictions under the Law.
1. (a) The Directors may assume powers that are conferred on the general manager for a particular matter or for a certain period of time, which shall not exceed the period of time that is required in the circumstances, all at the discretion of the Directors, by resolution passed by majority vote of the Directors.
2. (b) Without derogating from the foregoing, the Directors may instruct the general manager how to act on a particular matter and failure by the general manager to do so will entitle the Board of Directors to exercise the necessary power for implementing the instruction in his stead;
3. (c) If the general manager is constrained from exercising his powers, the Board of Directors may exercise the same in his stead.

Meetings of the Board

1. The Directors will convene meetings according to the needs of the Company and at least once every calendar quarter, unless otherwise required by Law.
1. The chairman of the Board may convene the Board at any time, and the Board will convene a meeting, on a specified matter, at the request of two directors, or in case the Board of Directors includes only up to five directors, at the request of one director.
1. Notice convening a meeting of the Board may be given orally, by telephone call or in writing (including by fax or e-mail or other similar form of written electronic communication), to such location or address as provided previously by the director to the Company; provided, however, the notice will be given at least twenty-four (24) hours before the date appointed for the meeting, or with a shorter prior notice or without notice, if so agreed by all Directors or Alternate Directors (if appointed). A Director exiting the borders of Israel (hereinafter: "Absent Director") who wishes to receive notices during the time of his absence, shall provide the Company Secretary with sufficient contact details for such purpose (an Absent Director who provided such contact details as well as any Directors who are present in Israel shall be collectively referred to hereinafter as: "Directors Entitled to Receive Notices"). An Absent Director who did not provide the above contact details, shall not be entitled to receive notices during his absence, unless he requested to deliver the notices to an Alternate Director representing him, who was duly appointed in accordance with these Articles herein. A written memorandum signed by the Company Secretary shall be deemed conclusive evidence of providing notice to the Absent Director which is a Director Entitled to Receive Notices.
The notice of a Directors' meeting will set out the date and place of the meeting and provide reasonable detail of all the matters that are on the agenda.

The agenda of the Directors' meetings will be fixed by the chairman of the Board and will include the subjects that the chairman of the Board has fixed as well as any matter that a director or the general manager has requested the chairman of the Board to include in the agenda a reasonable time in advance of convening the meeting of the Board.

The quorum for commencing business at a meeting of the Board will be a majority of the Directors Entitled to Receive Notice and who are not by law constrained from participating and voting at the meeting of the Board. The quorum will be examined when the meeting opens to conduct its business.

Notwithstanding the foregoing, the quorum with respect to a resolution of the Board concerning the termination of the office of the internal auditor will not in any case be less than a majority of the members of the Board.

1. The Board of Directors will appoint a chairman of the Board from its members. The chairman of the Board will preside over each meeting of the Board Directors and sign the minutes of the meetings. If the chairman is absent from or unwilling to preside over a meeting, the Directors present at the meeting will choose one of their number to act as chairman of such meeting and sign the minutes of such meeting.
1. Resolutions of the Board will be adopted by majority vote of the Board members present and participating in the vote, each director having a single vote. In the event of an equality of votes on the Board, the chairman of the Board or the chairman of the meeting, according to the circumstances, will not have a casting vote.
1. Each meeting of Directors at which a quorum is present, will be authorized to exercise all powers, authorities and discretions for the time being vested in the Board of Directors or generally exercised by them according to the terms of these Articles.
1. The Board may hold meetings by using any means of communication provided that all the Directors participating can hear one another simultaneously.
1. The Board of Directors may pass resolutions (in addition and without derogating from the foregoing, by fax or email or other similar form of written electronic communication) without actually convening provided that all the Directors Entitled to Receive Notices of and attend discussions have given their consent. Subject to the above, a protocol of the resolutions drawn and signed by the chairman of the Board will be valid in respect of any purpose. In addition, and without derogating from the foregoing, the Board of Directors may pass a written resolution (including by way of facsimile or email or other similar form of written electronic communication) without actually convening, provided that all the Directors Entitled to Receive Notices, signed the resolutions or confirmed such approval via email or other similar form of written electronic communication or the chairman of the Board or the Company Secretary have attached a transcript signed by either of them, specifying such Director's vote. Nothing contained in this Article shall restrict the Board from passing a resolution in other ways mentioned in the Companies Law or which are not forbidden thereunder.
Subject to the provisions of the law, all acts done by or by resolution of the Board of Directors or by a meeting of a committee of the Directors, or by a person (not being a body corporate) acting as a member of the Board of Directors, shall be valid notwithstanding it be afterwards discovered that there was some defect in the appointment of any director or person acting as such member of the Board of Directors or that all or any of them were disqualified, as if every such person had been duly appointed and as if they had the necessary qualifications to be a member of the Board or such Board committee.

Committees of the Board

1. The Directors may from time to time set up committees of the Board. No person who is not a member of the Board will serve on a Board committee to whom powers have been delegated by the Board, and each such Board Committee shall contain at least one external director, if external directors have been appointed at the Company. Persons not being members of the Board may serve on a committee of the Board whose function it will be to advise or make recommendations to the Board. Subject to the provisions of the Companies Law and these Articles, the Directors may entrust their powers to such Board committees or any one of them; on each committee there will be at least two Directors.
1. Each committee established under Articles 105 above must, when exercising its powers, satisfy all the directions that will be laid down by the Board of Directors. The meetings and acts of any such committee will be conducted according to the guidelines included in these Articles regulating meetings and acts of the Board of Directors to the extent they are consistent, and save to the extent otherwise directed by the Board of Directors
1. A committee of the Directors will report to the Board of Directors on a regular basis its resolutions or recommendations as determined by the Board. Resolutions or recommendations of a Board committee requiring the Board approval will be submitted to the Directors for information, a reasonable time before the discussion on the Board.
1. The Board may cancel a resolution of a committee that has been appointed by it, but no such cancellation shall affect the validity of a resolution of a Board committee in accordance with which the Company has acted vis-à-vis another person who had no knowledge of the cancellation.

All acts done in good faith at meetings of Directors or by a committee of the Board of Directors, or by a director, shall be valid notwithstanding it be afterwards discovered that there was some defect in the appointment of any Director or that all or any of them were disqualified, as if every such person had been duly appointed and was qualified to be a director.

Officeholders

1. The general manager may from time to time appoint for the Company officeholders (other than Directors and a general manager) to such permanent, temporary or special functions as the general manager will deem fit from time to time, and will further be entitled to terminate the service of one or more of such persons from time to time and at any time, at his absolute discretion.
1. The general manager may, subject to the provisions of the Companies Law, determine the powers and duties of the officeholders so appointed by him, and the terms of their service. The terms of service of the officeholders will be set in accordance with that stated in the Companies Law.

Internal auditor

1. The Board of Directors may appoint an internal auditor, according to a proposal of the Audit Committee.
1. The internal auditor will, inter alia, examine the propriety of the acts of the Company from the standpoint of upholding the Law and proper business practice.
The organizational supervisor of the internal auditor will be the chairman of the Boardgeneral manager of the Company unless otherwise decided by the Board of the Company.

The internal auditor will submit to the BoardAudit Committee of the Board of Directors for approval a proposal for an annual or periodic working program and the Board Audit Committee of the Board of Directors will approve the same with such changes as it considers appropriate.

Auditors

1. One or more auditors will be appointed at every annual general meeting and hold office until the end of the next annual general meeting. Notwithstanding the foregoing, the general meeting may, by resolution adopted by a simple majority, appoint an auditor who will hold office for a longer period that will not extend beyond the end of the third annual meeting following that at which he was appointed.
1. The general meeting may terminate the service of the auditor subject and pursuant to the provisions contained in the Companies Law.
1. The auditor's remuneration for the audit activity will be set by the Board of Directors. The Board of Directors will report to the annual general meeting the terms of the agreement with the auditor for audit services.
1. The auditor's remuneration for additional services to the Company not being audit-related will also be set by the Board of Directors. The Board of Directors will report to the annual general meeting the terms of the agreement with the auditor for additional services not being audit-related, including payments and undertakings of the Company towards the auditor. For the purpose of this regulation "auditor"- includes a partner, close associate of an auditor and includes a corporation within his/her control.
1. Notwithstanding that which is set forth in Articles 116 and 117 above, for so long as the securities of the Company are listed for trading on an exchange in the United States of America, such authority of the Board of Directors to set the remuneration of the auditor for audit activity and/or for additional serves to the Company not being audit-related, will be deemed to have been delegated by the Board of Directors to the Audit Committee of the Board of Directors.

Validity of acts and approval of transactions

1. Subject as provided by law, all actions taken by the Directors or by a committee of the Board of Directors or by Director or as a member of a committee of the Board of Directors or by the general manager as appropriate - will be valid notwithstanding that it is subsequently discovered that any defect existed in the appointment of the Board, the committee of the Board, the Director being a member of the Board committee or the general manager, as appropriate, or that any of the holders of such positions was disqualified from acting as such.
1. In addition to Article 119 above:
2. (a) the Board of Directors may ratify any action that at the time of the ratification, the Board is authorized to perform.
3. (b) the general meeting may ratify any action that has been made by the Board of Directors and/or the Board committee ultra vires or while exceeding its authority due to another defect.
4. (c) from the time of the ratification, every action that was approved as mentioned above, will be considered as duly performed retroactively from the time such act was performed.

Distribution

A resolution of the Company regarding distribution will be passed by the Board of the Company, subject to the limitations according to the law.

Dividends and bonus shares

1. Subject to any special or limited rights conferred on any shares, dividend or bonus shares will be distributed in proportion to the number of sShares that are held by Shareholders.
1. The Company may determine a record date for purposes of the right to receive dividends, provided that such date will fall after that of the resolution regarding the distribution of dividends.
1. The Board may detain any dividend, bonus, right or amount payable in respect of shares over which the Company has a lien or charge and apply any such sum or realize any bonus and any right and apply the proceeds of the realization in discharge of the debts of such shareholder in respect of which the Company has a lien or charge.
1. No transfer of shares will confer upon the transferee the right to any dividend or any other distribution that has been declared thereon after such transfer and before registration of the transfer. Notwithstanding the foregoing, in the case of a share transfer requiring Board approval, the approval date will be substituted for the registration date of the transfer.
1. The person entitled to dividends, the payment of which has not been claimed within the period of three (3) years from the date of the resolution regarding the distribution will be deemed to have waived the same and the dividend will revert to the Company's ownership.
1. In the absence of stipulations to the contrary, a dividend may be paid by check or payment order that will be sent by mail according to the registered address of the party entitled thereto, or, in the case of joint registered owners, to such Shareholder whose name first appears in the shareholders register in relation to the joint ownership. Any such check will be drawn to the order of the person to whom it is sent and payment thereof will serve as a release pertaining to all the payments that have been made in connection with such share.
1. The Board of Directors may deduct from any dividend or other distribution payable in connection with shares held by a shareholder, whether he is sole or joint holder thereof, any amounts of money that are due from him and which ought to have been paid to the Company alone or jointly with others, on account of calls and the like.
1. The Board may, at its discretion set aside to special funds, any sum out of the profits of the Company or from a revaluation of its assets or its proportionate share in the revaluation of the assets of companies that are affiliated to it, and determine the designation of such funds.

Minutes

The Company will keep a register of minutes of general meetings, class meetings, meetings of the Board and meetings of committees of the Board and keep the same at its registered office or elsewhere in Israel as notified by the Company to the Registrar of Companies, for a period of seven (7) years from the date of the general meeting or the Board (or Board committee) meeting, as applicable.

131. All minutes will include the following:

(a) the date on which the particular meeting took place;
(b) the names of participants, and if they are representatives of an Alternate Directors, the names of their respective appointers, and, at a general meeting of Shareholders, the number of shares by virtue of which the vote was held, and the class thereof;
(c) a concise summary of the business discussions held and the resolutions that were adopted; and
(d) directives and instructions provided by the Board to its committees or general manager.
1. Minutes of a general meeting when signed by the chairman of the meeting will serve as prima facie evidence of the contents thereof. Minutes of the meeting of the Board or of a committee of the Board that have been signed by the Director who presided over the meeting will serve as prima facie evidence of the contents thereof.

Notices

1. (a) Notices which by law are required to be given by the Company to Shareholders Registered in the Register of Shareholders will, subject to, and without derogating from, Article 60 above, be delivered personally to the shareholder or sent to him according to the last address given by him to the Company. Notices sent by mail will be deemed to have been delivered - if sent to an address in Israel, within seventy-two (72) hours of the date of dispatch, and, if sent to an address abroad - within ten (10) days of the date of dispatch.
2. (b) The Company may deliver notices to the shareholders by publishing a notice in two generally circulating daily newspaper in Hebrew or in any other public way as determined by Law, and the date of the publication in the newspaper, or as otherwise publicized in accordance with applicable law, will be deemed to be the date on which the notice was received by the Shareholder.

The provisions of sub-regulation (a) will not apply where the Company has elected to give notice as stated in this sub-regulation (b), except where an express duty by law applies to publish or deliver a notice by a different method.

(c) Nothing contained in sub-regulations (a) and (b) above shall impose any duty on the Company to give notice to any party who has not furnished an address to the Company in Israel.
1. In each of the following cases, a Shareholder will be deemed not to have furnished an address to the Company:
2. (a) Where the Company has sent him according to the latest address that was furnished by him, a letter by registered mail requesting him to confirm that such address is still current or notify the Company of a new address, and the Company has received no reply within thirty (30) days of the date of the dispatch of the notice.
3. (b) Where the Company has sent him according to the latest address that was furnished by him, a letter by registered mail and the Postal Authority incidental to returning the letter or in the absence of so doing - has notified the Company that the person concerned is not known at such address or for any other like reason.
1. Each notice to be given to members relating to joint shares will be given to the person first named in the register of members with request to such share.
1. Any document or notice delivered by the Company according to the provisions of these Articles will be deemed to have been properly delivered notwithstanding the death, bankruptcy or liquidation of such shareholder (whether or not the Company was aware thereof) as long as no other person has been registered in the Shareholder's stead, and such dispatch and delivery will be deemed for all purposes to be sufficient with respect to any person having an interest in such shares.

Winding-up of the Company

1. In the event of the winding-up of the Company, whether voluntarily or otherwise, the following provisions will, unless otherwise expressly provided in these Articles or in the terms of issue of any shareShare, apply:
2. (a) The liquidator will first apply all the Company's assets in payment of its debts (the Company's assets after payment of its debts to be hereinafter called "the Surplus Assets").
3. (b) Subject to any special rights attaching to the sShares, including, without limitation, the liquidation preferences of any class of Preferred Shares, the liquidator will distribute the Surplus Assets among the shareholders in proportion, pro rata to the number of sShares held by all of the Shareholders.
4. (c) With the sanction of a resolution of the Company passed at a general meeting by a majority of the Shareholders, the liquidator may distribute the Surplus Assets of the Company or any part thereof among the Shareholders in specie and further convey any Surplus Assets to a trustee by way of a deposit to the credit of the Shareholders, as the liquidator deems fit.

Exemption from liability

The Company may exempt in advance any of its officeholders, or any other individual the Board so determines to exempt, from all or part of his liability by reason of damage following a breach of the duty of care towards it, save for a breach of the duty of care of a director on a distribution within the meaning of that term contained in the Companies Law.

Insurance of liability

1. The Company may enter into a contract to insure the liability of any of its officeholders, or any other individuals the Board so determines to insure, by reason of liability that will be imposed upon him in consequence of an act effected by virtue of his position as such, or any other position at the Company, in whole or in part, in any of the following:
2. (a) breach of the duty of care towards the Company or towards any other person;
3. (b) the breach of a fiduciary duty towards it, provided the officeholder acted in good faith and had reasonable grounds to assume that the act would not harm the interests of the Company;
4. (c) financial liability that will be imposed upon him for the benefit of any other person;
5. (d) any other act that is insurable as permitted by the Companies Law, or any other applicable law.
1. Without prejudice to Article 139 above, the Company may enter into a contract to insure the liability of its officeholders, or any other individual, that involves payments or expenses that will be borne by the officeholder or other such individual, as applicable, as follows:
2. (a) expenses incurred in connection with a "proceeding" that has been conducted in his case, including reasonable litigation expenses, including legal fees;

With respect to this paragraph - "proceeding" is a proceeding according to the Chapters H-3, H-4 and I-1 of the Securities Law and a proceeding according to Article D of the Fourth Chapter of Part Nine of the Companies Law;

(b) Payment to an aggrieved party as stated in section 52LII52LIV(a)(1)(a) of the Securities Law according to Chapter H-4 of the Securities Law.

Indemnity

1. The Company may indemnify any of its officeholders or any other individuals it so chooses to indemnify (hereinafter: an "Indemnitee"), retroactively by reason of liability or expense as detailed in sub-paragraphs (a) to (f) hereof, that has been imposed upon him in consequence of any act that he effected by virtue of his position in the Company:
2. (a) has financial liability imposed upon him in favor of any other person by a judgment, including a judgment given in a settlement or an arbitrator's award that has been approved by the court;
3. (b) reasonable litigation expenses, including legal fees, that have been laid out by an Indemnitee in consequence of any investigation or proceeding that has been conducted against him by an authority authorized to carry on an investigation or proceeding, and has been concluded without the filing of a charge against him and without any financial liability having been imposed upon him as an alternative to a criminal proceeding, or which has ended without the bringing of any charge against him but in which a financial liability has been imposed as an alternative to a criminal proceeding or an offence that does not require proof of criminal intent or in connection with a financial sanction; In this paragraph – conclusion of a proceeding without the making of any charge on any matter in which a criminal investigation has been instituted - means the closure of the case according to section 62 of the Criminal Procedure (Consolidated Version) Law, 5742-1982 (in this sub-paragraph - the Criminal Procedure Law), or a stay of proceedings by the Attorney-General, according to section 231 of the Criminal Procedure Law;

"Financial liability as an alternative to a criminal proceeding" - means financial liability that has been imposed by statute as an alternative to a criminal proceeding, including an administrative fine according to the Administrative Offences Law, 5746-1985, penalty for an offence that has been prescribed as a penal offence according to the provisions of the Criminal Procedure Law, financial sanction or fine.

(c) Reasonable litigation expenses, including legal fees, that have been laid out by the Indemnitee or for which he has been made liable by a Court in a proceeding that has been brought against him by or in the name of the Company or by another party, or in a criminal charge from which he was acquitted or criminal charge in which he was convicted of an offence not requiring proof of criminal intent.
(d) expenses incurred in connection with a "proceeding" as defined in sub-Article 140(a)above, that has been conducted in his case, including reasonable litigation expenses, including legal fees;
(e) Payment to an aggrieved party as stated in section 52LII52LIV(a)(1)(a) of the Securities Law according to Chapter H-4 of the Securities Law.
(f) Liability or other expense that is indemnifiable according to the Companies Law, or any other applicable law.
1. The Company may undertake in advance towards an Indemnitee to indemnify him in respect of a liability or expense detailed in sub-Articles 141 (b) through (f) above, and may further give an undertaking in advance to indemnify an officeholder thereof as stated in Articles 141(a) above, provided that the undertaking in respect of a liability or expense stated in Articles 141(a) above will be limited to the events which, in the opinion of the Board of Directors, are foreseeable in light of the Company's activity in practice at the time of giving the undertaking for indemnity, and to such amount or criteria as the Board has determined to be reasonable in the circumstances, and the undertaking for indemnification shall specify the events which, in the opinion of the Board, are foreseeable in light of the Company's activity in practice at the time of giving the undertaking to indemnify and the amount and criteria that the Board has determined to be reasonable in the circumstances. With respect to Articles 141 and 142, and their various sub-Articles- "officeholder" is according to the definition of the Companies Law and the Securities Law (including the definition of "Senior officeholder" under that law) and every other law that applies to officeholders at the Company and/or at a subsidiary and/or on behalf of the Company and/or on behalf of a related subsidiary and/or a corporation held by the Company and/or a subsidiary by direct or indirect securities.
1. Articles 141 and 142 above would not apply in any of the following instances:
2. (a) breach of fiduciary duty, except with regard to indemnity and insurance by reason of a breach of fiduciary duty as stated section 261(2) to the Companies Law.
3. (b) breach of a duty of care committed intentionally or recklessly, unless committed negligently only.
4. (c) an act done with intent to make unlawful personal profit.
5. (d) a fine, civil fine, financial sanction or forfeit penalty imposed upon him.

Liability of the Company; Transactions with Officeholders

1. (a) The signature of any person who will be appointed from time to time by the Board generally or for a specific event personally or together with other persons, accompanied by the stamp or printed name of the Company, will bind the Company.
2. (b) The Board of Directors may determine separate signature rights with respect to different businesses of the Company, and with respect to the amount of the sums for which the persons are empowered to sign.
3. (c) Subject to the general authorization by the Board of Directors with respect to such transactions, a transaction under Section 270(1) of the Companies Law, which is not an extraordinary transaction, may be approved by the joint approval of the general manager and the chief financial officer of the Company, or, in the event either of them has personal interest in the approval of such transaction, by a member of the Board of Directors appointed by the Board of Directors for such purpose in lieu of such officeholder having a personal interest, and who does not have personal interest in the approval of such transaction. In the event that both the general manager and the chief financial officer of the Company have personal interests in such transaction, the approval of two members of the Board of Directors appointed by the Board of Directors for such purpose and who do not have personal interests in the approval of such transaction, will be required.

144A. Notwithstanding the forgoing Articles 138 through 144, or that which may be stated elsewhere in these Articles, the Company shall be entitled to insure, indemnify and exempt from liability any officeholder of the Company to the fullest extent permitted by applicable law. Accordingly, (i) any amendment to the Companies Law, the Securities Law or any other applicable law expanding the right of any officeholder to be insured, indemnified or exempted from liability in comparison to the provisions of these Articles shall, to the extent permitted by applicable law, immediately apply to the fullest extent permitted by applicable law, and (ii) any amendment to the Companies Law, the Securities Law or any other applicable law adversely affecting the right of any officeholder to be insured, indemnified or exempted from liability in comparison to the provision of these Articles shall not be in effect post factum and shall not affect the Company's obligation or ability to insure, indemnify or exempt from liability an officeholder for any act or omission occurring prior to such amendment, unless otherwise provided by applicable law.

Amendment of the Articles

Unless provided otherwise herein, and specifically in Article 9, and Articles 83 through Article 87, any amendment of these Articles shall require the approval of an ordinary majority, in person or by proxy, as shall be permitted, and voting thereon in accordance with the provisions of the Companies Law. Unless provided otherwise herein, and specifically in Article 9, Articles 83 through Article 87, a resolution passed at a general meeting by such majority as required under applicable law and which amends any of the provisions set forth herein, shall be deemed a resolution to amend these Articles even if not expressly stated as such in the resolution or at the general meeting.

THE COMPANIES ORDINANCE

CHAPTER 22 COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION

OF

KITOV PHARMACEUTICALS HOLDINGS LTD.

כיטוב פארמה החזקות בע"מ

1. The name of the Company is:

כיטוב פארמה החזקות בע"מ :Hebrew In In English: KITOV PHARMACEUTICALS HOLDINGS LTD.

The object for which the Company is established: To engage in any legal activity.
The liability of the members is limited.
The share capital of the Company is as follows:
a. 5,000,000,000 ordinary shares of no par value each (hereinafter: "the Ordinary Shares");.
b. 1,000,000,000 preferred shares of no par value each, subdivided into five classes of preferred shares (class A preferred, class B preferred, class C preferred, class D preferred, and class E preferred) of 200,000,000 preferred shares of no par value each in each class of preferred shares (hereinafter: "the Preferred Shares").
Ordinary Shares and Preferred Shares shall collectively be referred to herein this Memorandum of Association as "Shares".

Any of the share Shares in the capital of the Company for the time being may be issued with or subject to any preferential, deferred or other special rights, privileges, conditions or restrictions whether in regard to dividend, voting, return of capital or otherwise.

All of any of the rights or privileges of the ordinary Ordinary shares Shares or any of the other class of shares for the time being forming part of the capital of the Company may be varied with such consent of sanction as provided by the articles of association for the time being of the Company but not further or otherwise.

A2-1

Annual General Meeting of Kitov Pharmaceuticals Holdings Ltd. December 5, 2016 Date: See Voting Instruction On Reverse Side. Please make your marks like this: Use pen only 1. To review the Company's Firancisl Statements and Annual Report for the year ended December 31, 2015. 2 To review the compensation paid by the Company clusing 2015 to Someth Chailin, Cerifiled Public Accountants (forsel), a member of KPMG International, the independent public accountants of the Company Penessal 3.A. To approve the Letter of Exemption granted by the Company to the director so named, which is in the form of such letter previously approved by the shareholders to be granted by the Company to directors serving from lime to time in such capacity, a form of which is attached as Exhibit 10.5 to the Registration Statement on Form F-1 of the Company filed with the SEC on September 24, 2015. 0 lico Agencial il) Steven Steinberg III) Leah Bruck	Non voling item Non voling item 个 envelope provided. For Against Abstain	Annual General Meeting of Kitov Pharmaceuticals Holdings Ltd. to be held December 5, 2016 For Holders as of November 2, 2016 MAIL · Mark, sign and date your Voting Instruction Form. · Detach your Voting Instruction Form. · Return your Voting Instruction Form in the postage-paid envelope provided.
Proposal 3.8 To approve the Letter of Inclemnity granted by the Corrpany to the clitector so named, which in in the form of such letter previously approved by the shareholders to be granted by the Company to directors serving from time to time in such capscity, a form of which is attached as Exhibit 10.6 to the Registration Statement on Form F-1 of the Company filed with the SEC on September 24, 2015.	the in portion	All votes must be received by 12:00 p.m. EST on November 29, 2016.
() Ildo Agenon il) Steven Steinberg III) Leaft Bruck	this	PROXY TABULATOR FOR
Property 4 To approve the re-appointment of the applicable nominee for re-election as a cirector, to serve as a cirector of the Company in the first class of directors, commencing with the expiration of the applicable nominee's current term of office as a director, and to serve until the 2019 annual meeting of shareholders of the Company, and until his successor has been duly appointed, at which time his term of office will end as set forth in the Company's Amended and Restated Articles of Association. Engoral A.A. Dr. Paul Waynack Personal & R Dr. Alain Znitoun Denested S.A. To approve the increase of the Company's registered Ordinary Share capital to 5,000,000. Ordinary Shares of no par value each, and the proposed amendments to Article 11 in our Antended and Nestabled Articles of Ancointion, an well an In Section 4 of our Meenveandure of Association, b be revised with the changes shown marked in Appendix A to the Proxy Statement, Proposal 5.B.	just perforation and retum at the	KITOV PHARMACEUTICALS HOLDINGS LTD. P.O. BOX 8016 CARY, NC 27512-9903
To approve the addition to the Company's registered share capital of 1,000,000,000 Preferred Shares of ro par value each and the corresponding increase in the Compary's registered thare capital, and the proposed amendments to Articles 11, 13, 16, 17, 122, and 1370b) in our Amended and Resulted Articles of Association and to add new Artistes 134 and 154, as well as the addition of a new Section 4(b) to our Memorandum of Association, to be revised with the changes shown marked in Appendx A to the Proxy Statement Properant 5.C. To approve the proposed amendments to Article 113 in our American Articles of Association, to be revised with the changes shown marked in Appendix A1 to the Proxy Statement,	carefully separate
Executed 5.0. To approve the proposed amendments to Articles 139 through 141 in our Amended and Restated Articles of Association, and to add new Articles 15A and 144A, with the Amended and Restated Articles of Association to be revised with the changes shown marked in Appendix A1 to the Prouv Statement	Please 4	EVENT #
Precession To transact such other business as may properly come before the Meeting.	Non volang steer	CLIENT #
Authorized Signatures - This section must be completed for your instructions to be executed.
Please Sign Horo	Please Date Above
Please Sign Horo	Please Date Above	Copyright @ 2016 Mediant Communications Inc. All Rights Reserved

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Purple Biotech Ltd. — Proxy Solicitation & Information Statement 2016

7004_rns_2016-11-02_2a2ffc0c-7289-4d55-978e-fc50edf333c0.pdf

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

FORM 6-K

KITOV PHARMACEUTICALS HOLDINGS LTD.

Exhibits

SIGNATURES

KITOV PHARMACEUTICALS HOLDINGS LTD.

KITOV PHARMACEUTICALS HOLDINGS LIMITED

Goals to be achieved in the coming year:

Proxy Statement

Record Date; Shareholders Entitled to Vote; Admission

Voting Instruments

Quorum, Required Vote and Voting Procedures

Shareholder Proposals

Position Statements

Updates to Meeting Agenda

Compensation of Office Holders

Solicitation of Proxies

Reporting Requirements

Company Representative for Matters in connection with this Proxy Statement

PROPOSAL 1:

REVIEW OF THE COMPANY'S FINANCIAL STATEMENTS AND ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2015.

PROPOSAL 2:

REVIEW OF INDEPENDENT AUDITOR'S COMPENSATION

PROPOSAL 3:

TO APPROVE THE LETTERS OF EXEMPTION AND INDEMNITY GRANTED BY THE COMPANY TO EACH OF CERTAIN DIRECTORS AT THE COMPANY

PROPOSAL 4:

RE- ELECTION OF DIRECTORS

Persons Being Considered for Re-Election as Directors at this Annual Meeting

PROPOSAL 5:

TO APPROVE PROPOSALS FOR CERTAIN AMENDMENTS TO THE COMPANY'S AMENDED AND RESTATED ARTICLES OF ASSOCIATION AND TO THE MEMORANDUM OF ASSOCIATION

A) Increase in the Company's Registered Ordinary Share Capital

B) Addition of Preferred Shares to the Company's Registered Share Capital

C) Internal Auditor Supervision

D) Miscellaneous Revisions

Review of documents

Voting Slip – Part Two

Shareholder Details:

Is the Shareholder any of the following[1]:

Manner of Voting:

Mark X or V clearly in the appropriate column, in accordance with your voting decision.

The Companies Law, 5759-1999

A Company Limited By Shares

Israeli Public Company Number 520031238

Interpretation; General

Name of the Company

Objects of the Company

Donations

Registered Share Capital

Liability of the Shareholders

Shares

Share Certificates

Shareholder

Calls

Forfeiture of shares

Transfer and Transmission of Shares

Redeemable securities

Alteration of capital

General Meetings

Voting rights

Proceedings and resolutions adopted at general meetings

82A. Proceedings and resolutions adopted at general meetings of holders of Preferred Shares

The Board of Directors

Meetings of the Board

Committees of the Board

Officeholders

Internal auditor

Auditors

Validity of acts and approval of transactions

Distribution

Dividends and bonus shares

Minutes

131. All minutes will include the following:

Notices

Winding-up of the Company

Exemption from liability

Insurance of liability

Indemnity

Purple Biotech Ltd. Proxy Solicitation & Information Statement 2016