NOTICE OF SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JULY 29, 2021 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

SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON JULY 29, 2021

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 held on Thursday, July 29, 2021, at 3:00 p.m. Israel time at our offices, 10 Bareket Street,

Petach Tikva, Israel.

special meeting will be as follows:

Only shareholders and holders

of American Depositary Shares at the close of business on June 30, 2021 (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

If 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.

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 special 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 Israel

FOR SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON JULY 29, 2021

This 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 Thursday, July 29, 2021,

at 3:00 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 ADS holders.

special meeting will be as follows:

We 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 Recommendation

Our board of directors unanimously

recommends that you vote "FOR" Proposals No. 1 and 2.

Only shareholders and ADS

holders at the close of business on June 30, 2021, shall be entitled to receive notice of and to vote at the special meeting.

You 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.

Shareholders of Record

If 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".

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 special meeting

If 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

If 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.

Under 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.

Multiple Record Holders

You 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.

Our 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.

Shareholders 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.

Proxies are being distributed

to shareholders and ADS holders on or about June 23, 2021. Certain officers, directors, employees, and agents of ours, none of whom will

receive additional compensation therefor, 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.

To the extent you would like

to submit a position statement with respect to the proposals described in this proxy statement pursuant to the Israeli Companies Law 5759-1999

("Israeli Companies Law"), you may do so by delivery of appropriate notice to our offices (Attention: Motti Farbstein, Chief

Financial Officer) located at 10 Bareket Street, Kiryat Matalon, PO Box 7537, Petach -Tikva 4951778, Israel, not later than ten days before

the special meeting. Response of the Board to the position statement may be submitted not later than five days before the Special Meeting.

At the close of business on

June 21, 2021, we had outstanding 515,746,293 ordinary shares. Each ordinary share (including ordinary shares represented by ADSs)