OF SPECIAL GENERAL MEETING OF SHAREHOLDERS

OF SPECIAL GENERAL MEETING OF SHAREHOLDERS

BE HELD ON MARCH 4, 2019

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 Monday, March 4, 2019, at 4:00 P.M. Israel time at

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

agenda of the special meeting will be to approve a grant of options to Pnina Fishman, the Company's Chief Executive Officer

shareholders and holders of American Depositary Shares at the close of business on February 4, 2019 (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 GENERAL MEETING OF SHAREHOLDERS

BE HELD ON MARCH 4, 2019

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 General Meeting of Shareholders,

to be held on Monday, March 4, 2019, 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 approve a grant of options to Pnina Fishman, the Company's Chief Executive Officer

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

shareholders and ADS holders at the close of business on February 4, 2019, 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. 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 holder of record, you can submit your vote by completing, signing and submitting an applicable 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 applicable 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 special meeting in person.

voting by mail, you must sign and date an applicable proxy card in the form filed by us on MAGNA on or around March 1,

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 of Ownership for Voting in General Meetings)-2000 as proof of ownership

of the shares, as applicable, on the Record Date, and return the applicable proxy card, 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 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 special meeting or at any postponements or

adjournments of the special meeting.

appointing "proxies," shareholders and ADS holders may vote at the special 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 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 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 January 24, 2019. 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.

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

to the Companies Law, you may do so by delivery of appropriate notice to the our offices (Attention: 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 (i.e., February 22, 2019). Response of the Board to the position statement may be submitted not later than five days

after the deadline for sending the position statement (i.e., February 27, 2019).

the close of business on January 24, 2019, we had outstanding 44,875,482 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