2017 ANNUAL GENERAL MEETING OF SHAREHOLDERS

2017 ANNUAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON JULY 27, 2017

To the shareholders of XTL Biopharmaceuticals

Notice is hereby given that an Annual General

Meeting (the "Meeting") of the shareholders of XTL Biopharmaceuticals Ltd. (the "Company") will be held

at the offices of the Company's attorneys, Doron Tikotzky Kantor Gutman Cederboum & Co., at 7 Metsada St., B.S.R Tower 4, Bnei

Brak, Israel at 11:00AM. (Israel Time), on July 27, 2017.

The agenda of the annual meeting will be

Only shareholders and holders of ordinary

shares represented by American Depositary Shares at the close of business on June 27, 2017 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.

If 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 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 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 5 HaCharoshet Street, Raanana 4365603, Israel, Attention: Chief Executive

5 HaCharoshet St., Raanana,

FOR ANNUAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON JULY 27, 2017

This Proxy Statement

is furnished to our holders of ordinary shares, par value NIS 0.1 per share and holders of our ordinary shares that are represented

by American Depository Shares, or ADSs, in connection with the 2017 Annual General Meeting of Shareholders, to be held on July

27, 2017, at 11:00 a.m. Israel time at the offices of the Company's attorneys, Doron Tikotzky Kantor Gutman Cederboum & Co.,

at 7 Metsada St., B.S.R Tower 4, Bnei Brak, Israel, or at any adjournments thereof.

Throughout this Proxy

Statement, we use terms such as "XTL Biopharmaceuticals," "XTL," "we", "us", "our"

and the "Company" to refer XTL Biopharmaceuticals Ltd. and terms such as "you" and "your" to

refer to our shareholders and ADS holders.

The agenda of the annual

meeting will be as follows:

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

December 31, 2015 and December 31, 2016 and to transact such other business as may properly come before the meeting.

the reappointment of Kesselman & Kesselman, Israel CPAs, a member firm of PricewaterhouseCoopers International Limited, as

the Company's independent registered public accounting firm for the fiscal year ending December 31, 2017 and to authorize

our audit committee to fix such firm's annual compensation.

Alexander Rabinovitch to our Board of Directors for a term expiring at our next annual general meeting of shareholders.

Dr. Jonathan Schapiro to our Board of Directors for a term expiring at our next annual general meeting of shareholders.

Mr. Shlomo Shalev to our Board of Directors for a term expiring at our next annual general meeting of shareholders.

Mr. Doron Turgeman to our Board of Directors for a term expiring at our next annual general meeting of shareholders.

Dr. Dobroslav Melamed to our Board of Directors for a term expiring at our next annual general meeting of shareholders.

the Company's authorized share capital by NIS 75,000,000 so that following the said increase the authorized share capital of the

Company shall be NIS 145,000,000 divided into 1,450,000,000 ordinary shares, par value NIS 0.1 per share.

with Proposal 8, to approve an amendment to Section 4 of the Articles of Association of the Company as follows "[t]he authorized

share capital of the Company is NIS 145,000,000 (One Hundred and Forty Five Million New Israel Shekel) divided into 1,450,000,000

(One Billion Four Hundred and Fifty Million New Israel Shekel) Ordinary Shares, nominal value NIS 0.1."

approve new employment terms of Mr. Joshua Levine, our Chief Executive Officer, including issuance of 1,000,000 options to purchase

ordinary shares of the Company available through the Company's ESOP.

a new Compensation Policy for the Company, in accordance with the requirements of the Israeli Companies Law 5759-1999 (the "Companies

Law"), for a period of three years.

We 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 Recommendation

Our Board of Directors

unanimously recommends that you vote "FOR" each of Proposals 2 to 11.

Only shareholders and

ADS holders at the close of business on June 27, 2017 shall be entitled to receive notice of and to vote at the annual meeting.

You 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.

If 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,

to the Company's office at 5 HaCharoshet St, Raanana 4365603, Israel.

Please follow the instructions

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 annual meeting in person.

you must sign and date a proxy card in the form filed by us on MAGNA on June 22, 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 on the record date, and return the proxy card,

along with the proof of ownership certificate, to the offices of our attorneys, Doron Tikotzky Kantor Gutman Cederboum & Co.

(Attention:Ron Soulema, Adv) located at 7 Metsada st., B.S.R Tower 4, Bnei Brak, Israel, as described in the instructions available

If 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 record date.

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

Shareholders or Accounts

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