NOTICE OF 2026 ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 28, 2026 To the shareholders of Can-Fite BioPharma Ltd.: Notice is hereby given that the 2026 Annual General Meeting of Shareholders will be held on

ANNUAL GENERAL MEETING OF SHAREHOLDERS

BE HELD ON MAY 28, 2026

the shareholders of Can-Fite BioPharma Ltd.:

is hereby given that the 2026 Annual General Meeting of Shareholders will be held on Thursday, May 28, 2026, at 3:00 p.m. Israel time at

our offices, 26 Ben Gurion Street, Ramat Gan 5257346 Israel.

agenda of the annual meeting will be as follows:

To re-elect Abraham Sartani to our Board of Directors as a Class I director, to serve for an additional three-year term until his term

expires in accordance with his class designation.

To increase our authorized share capital from 14,000,000 ordinary shares, no par value, to 30,000,000 ordinary shares, no par value,

and to amend our articles of association accordingly.

To approve the grant of options to Dr. Pnina Fishman, our Chairman of the Board of Directors and to Mr. Motti Farbstein, our Chief Executive

Officer and Chief Financial Officer (each such grant to be submitted to a separate vote and approved by a separate resolution).

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, 2026, and until our next annual general

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

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

ended December 31, 2025, 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 Monday May 4, 2026,

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

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 26 Ben Gurion Street, Ramat Gan 5257346 Israel, Attention: Chief

ANNUAL GENERAL MEETING OF SHAREHOLDERS

BE HELD ON MAY 28, 2026

Proxy Statement is furnished to our holders of ordinary shares, no par value and holders of our ordinary shares that are represented

by American Depositary Shares, or ADSs, in connection with the 2026 Annual General Meeting of Shareholders, to be held on Thursday, May

28, 2026, at 3:00 p.m. Israel time at our offices, 26 Ben Gurion Street, Ramat Gan 5257346 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:

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 the proposals on the agenda.

shareholders and ADS holders at the close of business on Monday May 4, 2026, shall be entitled to receive notice of and to vote at the

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.

voting by mail, you must sign and date a proxy card in the form filed by us on MAGNA on Thursday, April 23, 2026 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 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 you receive.

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 by the proxy shall

be voted as indicated on the form or, if no preference is noted, shall be voted in favor of the matter described above, and in such manner

as the holder of the proxy may determine with respect to any other business as may come before the annual meeting or any adjournment

thereof. Shareholders and ADS holders may revoke their proxies at any time before the deadline for receipt of proxies by filing with

us (in the case of holders of ordinary shares) or with BNY Mellon (in the case of holders of ADSs), a written notice of revocation or

duly executed proxy bearing a later date.

are being distributed to shareholders and ADS holders on or about May 4, 2026. Certain officers, directors, employees, and agents of

ours, none of whom will receive additional compensation therefore, may solicit proxies by telephone, emails, or other personal contact.

We will bear the cost for the solicitation of the proxies, including postage, printing, and handling, and will reimburse the reasonable

expenses of brokerage firms and others for forwarding material to beneficial owners of shares and ADSs.

the extent you would like to submit a position statement with respect to any of the proposals described in this proxy statement pursuant

to the Companies Law, 5759-1999 (the "Israeli Companies Law"), you may do so by delivery of appropriate notice to our offices

(Attention: Chief Financial Officer) located at 26 Ben Gurion Street, Ramat Gan 5257346 Israel, not later than ten days before the convening

of the annual meeting (i.e., Monday, May 18, 2026). Response of the Board of Directors to the position statement may be submitted not

later than five days before the convening of the annual meeting (i.e., Saturday, May 23, 2026).

the close of business on April 22, 2026, we had outstanding 4,285,093 ordinary shares. Each ordinary share (including ordinary shares

represented by ADSs) outstanding as of the close of business on the record date is entitled to one vote upon each of the matters to be

voted on at the annual meeting.

our articles of association, the annual meeting will be properly convened if at least two shareholders attend the meeting in person or

sign and return proxies, provided that they hold shares representing at least 25% of our voting power. If such quorum is not present

within half an hour from the time scheduled for the meeting, the meeting will be adjourned for one week (to the same day, time and place),

or to later date if so specified in the notice of the meeting. At the reconvened meeting, if there is no quorum within half an hour from

the time scheduled for the meeting, any number of our shareholders present in person or by proxy shall constitute a lawful quorum.