NOTICE OF ANNUAL AND EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON JULY 22, 2024 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 22, 2024

To the shareholders of XTL Biopharmaceuticals

Notice is hereby given that an Annual and Extraordinary

General Meeting (the "Annual 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 & Amit Gross, at 7 Metsada St., B.S.R Tower

4, Bnei Brak, Israel at 15:00 PM (Israel Time), on July 22, 2024.

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 24, 2024 (the "Record Date") 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 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 26 Ben-Gurion Street, Ramat Gan 5112001, Israel, Attention: Chief Executive Officer.

Ramat Gan, Israel, 5112001

FOR ANNUAL AND EXTRAORDINARY GENERAL MEETING

TO BE HELD ON JULY 22, 2024

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 Annual and Extraordinary General Meeting of Shareholders (the "Annual Meeting"),

to be held on July 22, 2024, at 15:00 PM 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.

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

1. To discuss the auditor's

report of our independent registered public accounting firm and audited financial statements for the year ended December 31, 2023.

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, 2024, 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 terms and

provisions of the acquisition of The Social Proxy Ltd. ("Social Proxy"), as more fully detailed in the Company's

Form 6-K dated June 5, 2024 (the "Transaction") which includes (a) the issuance to the shareholders of Social Proxy

such number of ADS's of the Company which represent 44.6% of the issued and outstanding share capital of the Company and (b) the

payment of US$430,000 in cash to the shareholders of Social Proxy.

7. To approve the consummation

of the Transaction by the Company and to authorize, empower and direct the Chief Executive Officer of the Company, in the name and on

behalf of the Company, to take or cause to be taken any and all such further actions he deems necessary for the completion of such consummation.

8. To approve, conditional

upon the consummation of the Transaction, the election of Mr. Tal Klinger to our Board of Directors for a term expiring at our next annual

general meeting of shareholders

conditional upon the consummation of the Transaction, the election of Mr. Yair Redl to our Board of Directors for a term expiring at

our next annual general meeting of shareholders.

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 agenda items 2 to 9.

Only shareholders and ADS

holders at the close of business on June 24, 2024 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

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 5 Ben-Gurion Street, Ramat Gan 5112001, 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

If voting by mail, you must

sign and date a proxy card in the form to be filed by us on MAGNA on June 13, 2024 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 & 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 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.