NOTICE OF ANNUAL AND EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON JULY 21, 2025 To the shareholders of XTL Biopharmaceuticals Ltd.: Notice is hereby given that an Annual and Extraordinary General Meeting (

ANNUAL AND EXTRAORDINARY GENERAL MEETING OF

TO BE HELD ON JULY 21, 2025

To the shareholders of XTL Biopharmaceuticals

Notice is hereby given that an Annual and 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 Nass & Amit Gross, at 7 Metsada St., B.S.R Tower 4,

Bnei Brak, Israel on July 21, 2025 at 4:00 p.m. (Israel Time).

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 June 19, 2025 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 26 Ben-Gurion St. Ramat Gan, Israel, 5257346, Israel, Attention: Chief Executive Officer.

Ramat Gan, Israel, 5257346

FOR AN ANNUAL AND EXTRAORDINARY GENERAL MEETING

TO BE HELD ON JULY 21, 2025

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 Annual and Extraordinary General Meeting of Shareholders, to be held on July 21, 2025, at 4:00

p.m. Israel time at the offices of the Company's attorneys, Doron Tikotzky Kantor Gutman & 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 annual and

extraordinary meeting will be as follows:

1. To discuss the auditor's report of our

independent registered public accounting firm and audited financial statements for the year ended December 31, 2024.

2. To appoint Somekh Chaikin, Certified Public

Accountants in Israel and a member firm of KPMG as the Company's independent auditors for the fiscal year ending December 31, 2025,

and to authorize the Boad of Directors, upon the recommendation of the Audit Committee to determine the auditors' remuneration to

be fixed in accordance with the volume and nature of their services to the Company for such fiscal year.

3. To re-elect Mr. Alexander Rabinovitch to our

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

4. To re-elect Mr. Shlomo Shalev to our Board

of Directors for a term expiring at our next annual general meeting of shareholders.

5. To re-elect Mr. Doron Turgeman to our Board

of Directors for a term expiring at our next annual general meeting of shareholders.

6. To approve the engagement terms of Mr. Noam

Band in his capacity as our Chief Executive Officer.

7. To approve the grant of 10,000,000 options

to Mr. Shlomo Shalev, our Chairman of the Board;

8. To approve, including for the purpose of Nasdaq

Rule 5635(c), a private placement of up to US$1.0 Million in the form of convertible unsecured subordinated debentures pursuant

to Rule 506(b) of Regulation D under the Securities Act of 1933, as amended from certain investors, including Interested Parties.

We currently are unaware of

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

and 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" all items.

Only shareholders and ADS

holders at the close of business on June 19, 2025 shall be entitled to receive notice of and to vote at the annual and extraordinary meeting.

You can vote your ordinary

shares by attending the annual and extraordinary meeting. If you do not plan to attend the annual and 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.

Shareholders of Record

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 26 Ben-Gurion St. Ramat Gan, 5257346, 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 and extraordinary

If voting by mail, you must

sign and date a proxy card in the form filed by us on MAGNA on June 15 2025 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 Nass & Amit Gross. (Attention: Ronen Kantor, Adv) located

at 7 Metsada st., B.S.R Tower 4, Bnei Brak, Israel, as described in the instructions available on MAGNA.

If you choose to attend the

annual and 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 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 Shareholders

You may receive more than