2019 ANNUAL GENERAL MEETING OF SHAREHOLDERS

2019 ANNUAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON DECEMBER 12, 2019

To the shareholders of Can-Fite BioPharma

Notice is hereby given

that the 2019 Annual General Meeting of Shareholders will be held on Thursday, December 12, 2019, at 12:00 p.m. Israel time at

our offices, 10 Bareket Street, Petach Tikva, Israel.

The agenda of the annual

meeting will be as follows:

Pnina Fishman, Ilan Cohen, Abraham Sartani and Guy Regev to our Board of Directors, and elect Golan Bitton to our Board, each

for a term expiring at our next annual general meeting of shareholders or, if agenda item 2 is approved, until his or her

term expires in accordance with his or her class (the vote at the meeting will be individually for each nominee).

2. To approve amendments

to the articles of association.

3. To approve an increase of the annual premium payable for the directors and officers' insurance.

4. To approve the re-appointment

of Kost Forer Gabbay & Kasierer, registered public accounting firm, a member firm of Ernst & Young Global, as our independent

registered public accounting firm for the year ending December 31, 2019 and until our next annual general meeting of shareholders,

and to authorize our audit committee to fix such accounting firm's compensation.

5. To discuss the auditor's

report of our independent registered public accounting firm and audited financial statements for the year ended December 31, 2018

and to transact such other business as may properly come before the meeting.

Only shareholders and holders

of ordinary shares represented by American Depositary Shares at the close of business on November 6, 2019 are entitled to notice

of, and to vote at, the annual meeting and any adjournment or postponement thereof. You are cordially invited to attend the annual

If you are unable to

attend the annual meeting in person, you are requested to complete, date and sign the enclosed proxy and to return it promptly

in the pre-addressed envelope provided. Shareholders who attend the annual meeting may revoke their proxies and vote their

Beneficial owners who

hold ordinary shares through members of the Tel Aviv Stock Exchange, or the TASE, may either vote their shares in person at the

annual meeting by presenting a certificate signed by the TASE Clearing House member through which the shares are held, which complies

with the Israel Companies Regulations (Proof of Ownership for Voting in General Meetings)-2000 as proof of ownership of the shares

on the record date, or send such certificate along with a duly executed proxy (in the form filed by us on MAGNA, the distribution

site of the Israeli Securities Authority, at www.magna.isa.gov.il), to us at 10 Bareket Street, Kiryat Matalon, PO Box 7537, Petach

Tikva, 4951778, Israel Attention: Chief Financial Officer.

10 Bareket Street, Kiryat Matalon

Petach Tikva 4951778

FOR ANNUAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON DECEMBER 12, 2019

This Proxy Statement

is furnished to our holders of ordinary shares, par value NIS 0.25 per share and holders of our ordinary shares that are represented

by American Depository Shares, or ADSs, in connection with the 2019 Annual General Meeting of Shareholders, to be held on Thursday,

December 12, 2019, at 12:00 p.m. Israel time at our offices, 10 Bareket Street, Petach Tikva, Israel, or at any adjournments thereof.

Throughout this Proxy

Statement, we use terms such as "Can-Fite", "we", "us", "our" and the "Company"

to refer to Can-Fite BioPharma Ltd. and terms such as "you" and "your" to refer to our shareholders and

The agenda of the annual

meeting will be as follows:

1. To re-elect Pnina

Fishman to our Board of Directors for a term expiring at our next annual general meeting of shareholders or, if Proposal No. 6

is approved, until her term expires in accordance with her class.

Cohn to our Board of Directors for a term expiring at our next annual general meeting of shareholders or, if Proposal No. 6 is

approved, until his term expires in accordance with his class.

3. To re-elect Avraham

Sartani to our Board of Directors for a term expiring at our next annual general meeting of shareholders or, if Proposal No. 6

is approved, until his term expires in accordance with his class.

Regev to our Board of Directors for a term expiring at our next annual general meeting of shareholders or, if Proposal No. 6 is

approved, until his term expires in accordance with his class.

5. To elect Golan Bitton

to our Board of Directors for a term expiring at our next annual general meeting of shareholders or, if Proposal No. 6 is approved,

until his term expires in accordance with his class.

6. To approve amendments

to our articles of association;

7. To approve an increase

of the annual premium payable for the directors and officers' insurance;

8. To approve the re-appointment

of Kost Forer Gabbay & Kasierer, registered public accounting firm, a member firm of Ernst & Young Global, as our independent

registered public accounting firm for the year ending December 31, 2019 and until our next annual general meeting of shareholders,

and to authorize our audit committee to fix such accounting firm's compensation.

9. To discuss the auditor's

report of our independent registered public accounting firm and audited financial statements for the year ended December 31, 2018

and to transact such other business as may properly come before the meeting.

We currently are unaware

of any other matters that may be raised at the annual meeting. Should any other matters be properly raised at the annual meeting,

the persons designated as proxies shall vote according to their own judgment on those matters.

Board Recommendation

Our Board of Directors

unanimously recommends that you vote "FOR" each of Proposals 1, 2, 3, 4, 5, 6, 7 and 8.

Only shareholders and

ADS holders at the close of business on November 6, 2019 shall be entitled to receive notice of and to vote at the annual meeting.

You can vote your ordinary

shares by attending the annual meeting. If you do not plan to attend the annual meeting, the method of voting will differ for shares

held as a record holder, shares held in "street name" (through a Tel Aviv Stock Exchange, or TASE, member) and shares

underlying ADSs that you hold. Record holders of shares will receive proxy cards. Holders of shares in "street name"

through a TASE member will also vote via a proxy card, but through a different procedure (as described below). Holders of ADSs

(whether registered in their name or in "street name") will receive voting instruction cards in order to instruct their

banks, brokers or other nominees on how to vote.

If you are a shareholder

of record, you can submit your vote by completing, signing and submitting a proxy card, which has been published at www.magna.isa.gov.il

and www.maya.tase.co.il and which will be accessible at the "Investor Information" portion of our website,

as described below under "Shareholder Meetings".

Please follow the instructions

Shareholders Holding

in "Street Name" through the TASE

If you hold ordinary

shares in "street name," that is, through a bank, broker or other nominee that is admitted as a member of the TASE,

your shares will only be voted if you provide instructions to the bank, broker or other nominee as to how to vote, or if you attend

the annual meeting in person.

you must sign and date a proxy card in the form filed by us on MAGNA on November 6, 2019 and attach to it a certificate signed

by the TASE Clearing House member through which the shares are held, which complies with the Israel Companies Regulations (Proof