ANNUAL GENERAL MEETING OF SHAREHOLDERS

ANNUAL GENERAL MEETING OF SHAREHOLDERS

BE HELD ON DECEMBER 3, 2018

the shareholders of Can-Fite BioPharma Ltd.:

is hereby given that the 2018 Annual General Meeting of Shareholders will be held on Monday, December 3, 2018, at 12:00 p.m. Israel

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

agenda of the annual meeting will be as follows:

To re-elect Pnina Fishman, Ilan Cohen, Abraham Sartani and Guy Regev to our Board of Directors, each for a term expiring at our

next annual general meeting of shareholders (a separate vote for each director will be taken).

To increase our authorized share capital by NIS 105,000,000, such that following the increase, the authorized share capital

shall equal NIS 125,000,000 divided into 500,000,000 ordinary shares, par value NIS 0.25 each, and to amend our articles

of association accordingly.

To approve, by way of a "Framework Transaction", as defined in the Companies Regulations (Relief from Related Party

Transactions), 2000, the purchase of directors and officers liability insurance policies for a period of up to three years.

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, 2018 and until our next annual

general meeting of shareholders, and to authorize our audit committee to fix such accounting firm's annual compensation.

To discuss the auditor's report of our independent registered public accounting firm and audited financial statements for

the year ended December 31, 2017 and to transact such other business as may properly come before the meeting.

shareholders and holders of ordinary shares represented by American Depositary Shares at the close of business on October 25,

2018 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 meeting in person.

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 shares in person.

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.

Bareket Street, Kiryat Matalon

ANNUAL GENERAL MEETING OF SHAREHOLDERS

BE HELD ON DECEMBER 3, 2018

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 2018 Annual General Meeting of Shareholders, to be held on Monday,

December 3, 2018, at 12:00 p.m. Israel time at our offices, 10 Bareket Street, Petach Tikva, Israel, or at any adjournments thereof.

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 ADS holders.

agenda of the annual meeting will be as follows:

To re-elect Pnina Fishman to our Board of Directors for a term expiring at our next annual general meeting of shareholders.

To re-elect Ilan Cohn to our Board of Directors for a term expiring at our next annual general meeting of shareholders.

To re-elect Avraham Sartani to our Board of Directors for a term expiring at our next annual general meeting of shareholders.

To re-elect Guy Regev to our Board of Directors for a term expiring at our next annual general meeting of shareholders.

To increase our authorized share capital by NIS 105,000,000, such that following the increase, the authorized share capital

shall equal NIS 125,000,000 divided into 500,000,000 ordinary shares, par value NIS 0.25 each, and to amend our articles

of association accordingly.

To approve, by way of a "Framework Transaction", as defined in the Companies Regulations (Relief from Related Party

Transactions), 2000, the purchase of directors and officers liability insurance policies for a period of up to three years.

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, 2018 and until our next annual

general meeting of shareholders, and to authorize our audit committee to fix such accounting firm's annual compensation.

To discuss the auditor's report of our independent registered public accounting firm and audited financial statements for

the year ended December 31, 2017 and to transact such other business as may properly come before the meeting.

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

shareholders and ADS holders at the close of business on October 25, 2018 shall be entitled to receive notice of and to vote at

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.

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".

follow the instructions on the proxy card.

Holding in "Street Name" through the TASE

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.

If voting by mail, you must sign and date a proxy card in the form filed by us on MAGNA on October 25, 2018 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 of Ownership for Voting in General Meetings)-2000 as proof of ownership of the shares on the record date, and

return the proxy card, along with the proof of ownership certificate, to us, as described in the instructions available on MAGNA.

you choose to attend the annual meeting (where ballots will be provided), you must bring the proof of ownership certificate from

the TASE's Clearing House member through which the shares are held, indicating that you were the beneficial owner of the

shares on the record date.

the terms of the Deposit Agreement between the Company, The Bank of New York Mellon, as depositary, or BNY Mellon, and the holders

of our ADSs, BNY Mellon shall endeavor (insofar as is practicable) to vote or cause to be voted the number of shares represented

by ADSs in accordance with the instructions provided by the holders of ADSs to BNY Mellon. For ADSs that are held in "street

name", through a bank, broker or other nominee, the voting process will be based on the underlying beneficial holder of

the ADSs directing the bank, broker or other nominee to arrange for BNY Mellon to vote the ordinary shares represented by the

ADSs in accordance with the beneficial holder's voting instructions. If no instructions are received by BNY Mellon from

any holder of ADSs (whether held directly by a beneficial holder or in "street name") with respect to any of the shares

represented by the ADSs on or before the date established by BNY Mellon for such purpose, BNY Mellon shall not vote or attempt

to vote the shares represented by such ADSs.

Record Shareholders or Accounts

may receive more than one set of voting materials, including multiple copies of this document and multiple proxy cards or voting

instruction cards. For example, shareholders who hold ADSs in more than one brokerage account will receive a separate voting instruction

card for each brokerage account in which ADSs are held. Shareholders of record whose shares are registered in more than one name

will receive more than one proxy card. You should complete, sign, date and return each proxy card and voting instruction card

Board of Directors urges you to vote your shares so that they will be counted at the annual meeting or at any postponements or

adjournments of the annual meeting.

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

properly executed proxy in the attached form is received by us at least 48 hours prior to the annual meeting (and received by

BNY Mellon no later than the date indicated on the voting instruction card, in the case of ADS holders), all of the shares represented