EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

To the shareholders of XTL Biopharmaceuticals

Notice is hereby given that an Extraordinary

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 & Amit Gross, at 7 Metsada St., B.S.R

Tower 4, Bnei Brak, Israel at 10:00AM. (Israel Time), on May 15, 2018.

The agenda of the Meeting will be as follows:

Only shareholders and holders of ordinary

shares represented by American Depositary Shares at the close of business on April 15, 2018 are entitled to notice of, and to vote

at, the Meeting and any adjournment or postponement thereof. You are cordially invited to attend the Meeting in person.

If you are unable to attend the 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 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 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 Badner Street, Ramat Gan 5218102, Israel, Attention: Chief Executive

Ramat Gan, Israel, 5218102

FOR AN EXTRAORDINARY GENERAL MEETING

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 AN Extraordinary General Meeting of Shareholders, to be held on May

15, 2018, at 10:00 a.m. Israel time at the offices of the Company's attorneys, Doron Tikotzky Kantor Gutman Cederboum &Amit

Gross., 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 extraordinary

meeting will be as follows:

re-elect Mr. Oded Nagar to hold office as an external director of the Company, commencing on March 25, 2018 for a period of Three

(3) years, until March 24, 2021.

re-elect Mrs. Osnat Hillel Fein to hold office as an external director of the Company, commencing on March 25, 2018 for a period

of Three (3) years, until March 24, 2021.

We currently are unaware

of any other matters that may be raised at the extraordinary meeting. Should any other matters be properly raised at the extraordinary

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 1 to 2.

Only shareholders and

ADS holders at the close of business on April 16, 2018 shall be entitled to receive notice of and to vote at the extraordinary

You can vote your ordinary

shares by attending the extraordinary meeting. If you do not plan to attend the extraordinary 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 Badner Street, Ramat Gan 5218102, 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 extraordinary meeting in person.

you must sign and date a proxy card in the form filed by us on MAGNA on April 10, 2018 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 & Amit

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

If you choose to attend

the extraordinary 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

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

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 extraordinary meeting or at any postponements or adjournments

of the extraordinary meeting.

Solicitation of Proxies

By appointing "proxies",

shareholders and ADS holders may vote at the extraordinary 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 extraordinary 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 extraordinary 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.

Proxies are being distributed

to shareholders on or about April 10, 2018 and ADS holders on or about April 26, 2018. Certain officers, directors, employees,

and agents of ours, none of whom will receive additional compensation therefor, may solicit proxies by telephone, emails, or other