NOTICE OF SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 21, 2020 To the shareholders and ADS holders of Can-Fite BioPharma Ltd. (the "Company"): Notice is hereby given that a Special Meeting of Shareholders will be

OF SPECIAL MEETING OF SHAREHOLDERS

BE HELD ON APRIL 21, 2020

the shareholders and ADS holders of Can-Fite BioPharma Ltd. (the "Company"):

is hereby given that a Special Meeting of Shareholders will be held on Tuesday, April 21, 2020, at 4:00 P.M. Israel time at

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

agenda of the special meeting will be to increase our authorized share capital by NIS 125,000,000, such that following the increase,

the authorized share capital shall equal NIS 250,000,000 divided into 1,000,000,000 ordinary shares, par value NIS 0.25 each,

and to amend our articles of association accordingly.

shareholders and holders of American Depositary Shares at the close of business on April 2, 2020 (the "Record Date")

are entitled to notice of, and to vote at, the special meeting and any adjournment or postponement thereof. You are cordially

invited to attend the special meeting in person.

you are unable to attend the special 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 special 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 special meeting by presenting a certificate signed by the TASE Clearing House member through which the shares or 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

SPECIAL MEETING OF SHAREHOLDERS

BE HELD ON APRIL 21, 2020

Proxy Statement is furnished to our holders of ordinary shares, par value NIS 0.25 per share, including holders of our ordinary

shares that are represented by American Depository Shares, or ADSs, in connection with the Special Meeting of Shareholders, to

be held on Tuesday, April 21, 2020, at 4:00 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 special meeting will be to increase our authorized share capital by NIS 125,000,000, such that following the increase,

the authorized share capital shall equal NIS 250,000,000 divided into 1,000,000,000 ordinary shares, par value NIS 0.25 each,

and to amend our articles of association accordingly.

currently are unaware of any other matters that may be raised at the special meeting. Should any other matters be properly raised

at the special 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" the proposal on the agenda.

shareholders and ADS holders at the close of business on April 2, 2020, shall be entitled to receive notice of and to vote at

the special meeting.

can vote your ordinary shares by attending the special meeting. If you do not plan to attend the special 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. 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 an applicable proxy, 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".

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 special meeting in person.

voting by mail, you must sign and date a proxy 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, as applicable, on the Record Date, and return the proxy, along with the proof of ownership

certificate, to us, as described in the instructions available on MAGNA.

you choose to attend the special 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, as applicable, 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 Holders or Accounts

may receive more than one set of voting materials, including multiple copies of this document 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. You should complete, sign, date and return each voting instruction card you receive.

board of directors urges you to vote your shares so that they will be counted at the special meeting or at any postponements or

adjournments of the special meeting.

and ADS holders may vote at the special meeting whether or not they attend. If a properly executed proxy is received by us

at least 48 hours prior to the special 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 special meeting or any adjournment thereof. Shareholders

and ADS holders may revoke their proxy at any time before the deadline for receipt of powers of attorney 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.

the close of business on March 31, 2020, we had outstanding 263,181,243 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 special meeting.

our articles of association, the special 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.

approval of the proposal is subject to the affirmative vote of the holders of a majority of the voting power represented and voting

on this proposal in person or by proxy.

you provide specific instructions (mark boxes) with regard to the proposal, your shares will be voted as you instruct. If you

sign and return your proxy or voting instruction form without giving specific instructions, your shares will be voted in accordance

with the recommendations of our Board of Directors. The proxy holders will vote in their discretion on any other matters that

properly come before the meeting.

you are a shareholder of record and do not return your proxy, your shares will not be voted. If you hold shares (or ADSs representing

shares) beneficially in street name, your shares will also not be voted at the meeting if you do not return your proxy or voting

instruction card to instruct your broker or BNY Mellon how to vote. For the proposal, a broker (and BNY Mellon) may only vote

in accordance with instructions from a beneficial owner of shares or ADSs.

of the voting instruction card, the Notice of the Special General Meeting and this Proxy Statement are available at the "Investor