NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER 20, 2018 To the shareholders of XTL Biopharmaceuticals Ltd.: Notice is hereby given that an Annual General Meeting (the "Meeting") of the shareholde

GENERAL MEETING OF SHAREHOLDERS

BE HELD ON DECEMBER 20, 2018

the shareholders of XTL Biopharmaceuticals Ltd.:

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 & Amit Gross,

at 7 Metsada St., B.S.R Tower 4, Bnei Brak, Israel at 10:00AM. (Israel Time), on December 20, 2018.

agenda of the Meeting will be as follows:

shareholders and holders of ordinary shares represented by American Depositary Shares at the close of business on November 20,

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.

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.

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 Officer.

Gan, Israel, 5218102

ANNUAL GENERAL MEETING OF SHAREHOLDERS

BE HELD ON DECEMBER 20, 2018

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 General Meeting of Shareholders, to be

held on December 20, 2018, at 10:00 a.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.

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.

agenda of the annual meeting will be as follows:

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

the year ended December 31, 2017.

To approve 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, 2018 and

until our next annual general meeting of shareholders, and to authorize our board of directors to fix such accounting firm's annual

To re-elect Mr. Alexander Rabinovitch to our Board of Directors for a term expiring at our next annual general meeting of shareholders.

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

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

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

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

To approve employment terms of Mr. Doron Turgeman, the Chairman of the Board of the Company.

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 of Directors unanimously recommends that you vote "FOR" each of Proposals 2 to 8.

shareholders and ADS holders at the close of business on November 20, 2018 shall be entitled to receive notice of and to vote

at the annual meeting.

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.

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.

follow the instructions on the proxy card.

Holding in "Street Name" through the TASE

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.

voting by mail, you must sign and date a proxy card in the form filed by us on MAGNA on November 15, 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 &

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

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 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.

Record Shareholders or Accounts

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

Board of Directors urges you to vote your shares so that they will be counted at the annual meeting or at any postponements or

adjournments of the annual meeting.

appointing "proxies", shareholders and ADS holders may vote at the annual 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 annual 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 annual

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.

are being distributed to shareholders on or about November 15, 2018 and to ADS holders on or about November 23, 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 personal contact. We will bear the cost for the solicitation of the proxies, including postage,

printing, and handling, and will reimburse the reasonable expenses of brokerage firms and others for forwarding material to beneficial

owners of shares and ADSs.

the extent you would like to submit a position statement with respect to any of proposals described in this proxy statement pursuant

to the Israeli Companies Law (the "Companies Law"), you may do so by delivery of appropriate notice to the offices