SPECIAL GENERAL MEETING OF SHAREHOLDERS

SPECIAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON DECEMBER 21, 2017

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 Wednesday, December 21, 2017, at 4:00 P.M. Israel time at our offices,

10 Bareket Street, Petach Tikva, Israel.

The agenda of the special

meeting will be as follows:

re-elect Israel Shamay as an external director for a three-year term ending December 30, 2020.

approve a grant of options to Yaacov Goldman and Israel Shamay, external directors of the Company.

approve a grant of options to non-executive directors of the Company.

Only shareholders and

holders of American Depositary Shares at the close of business on November 20, 2017 (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.

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

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 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.

10 Bareket Street, Kiryat Matalon

Petach Tikva 4951778

FOR SPECIAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON DECEMBER 21, 2017

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 General Meeting of Shareholders, to be held

on Wednesday, December 21, 2017, at 4:00 P.M. Israel time at our offices, 10 Bareket Street, Petach Tikva, Israel, or at any adjournments

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

The agenda of the 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, 2, and 3.

Only shareholders and

ADS holders at the close of business on November 20, 2017, 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. 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.

Shareholders Holders

If 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".

Please follow the instructions

on the applicable proxy card.

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 in person.

you must sign and date an applicable proxy card in the form filed by us on MAGNA on or around December 19, 2017 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

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,

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

You 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.

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

Solicitation of Proxies

By 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.