NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON FEBRUARY 23, 2023 To the shareholders of XTL Biopharmaceuticals Ltd.: Notice is hereby given that an Annual General Meeting (the " Annual Meeting ") of the s

GENERAL MEETING OF SHAREHOLDERS

BE HELD ON FEBRUARY 23, 2023

the shareholders of XTL Biopharmaceuticals Ltd.:

is hereby given that an Annual 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 Nass &

Amit Gross, at 7 Metsada St., B.S.R Tower 4, Bnei Brak, Israel at 15:00 PM (Israel Time), on February 23, 2023.

agenda of the Annual Meeting will be as follows:

shareholders and holders of ordinary shares represented by American Depositary Shares at the close of business on January 23, 2023 (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.

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

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 Badner Street, Ramat Gan 5218102, Israel, Attention: Chief Executive

Gan, Israel, 5218102

ANNUAL GENERAL MEETING OF SHAREHOLDERS

BE HELD ON FEBURARY 23, 2023

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 Annual General Meeting (the "Annual Meeting"),

to be held on February 23, 2023, at 15:00 PM Israel time 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.

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, 2021.

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, 2022, and to authorize the Board 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

To re-elect Mr. Alexander Rabinovitch to our Board of Directors for a term expiring at our next Annual Meeting.

To re-elect Dr. Jonathan Schapiro to our Board of Directors for a term expiring at our next Annual Meeting.

To re-elect Mr. Shlomo Shalev to our Board of Directors for a term expiring at our next Annual Meeting.

To re-elect Mr. Doron Turgeman to our Board of Directors for a term expiring at our next Annual Meeting.

To re-elect Dr. Dobroslav Melamed to our Board of Directors for a term expiring at our next Annual Meeting.

To re-elect Mrs. Iris Shapira Yalon to hold office as an external director of the Company for a second consecutive three (3) years term.

To approve the grant of 150,000 options to Mrs. Iris Shapira Yalon.

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 9.

shareholders and ADS holders at the close of business on January 23, 2023 shall be entitled to receive notice of and to vote at the Annual

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 January 20, 2023 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.

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 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 you receive.

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 and to ADS holders on or about January 20, 2023. 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 the Proposals described in this proxy statement pursuant

to the Israeli Companies Law 5759-1999 (the "Companies Law"), you may do so by delivery of appropriate notice 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, not later than ten days before the convening of the Annual Meeting. Response of the Board of Directors to

the position statement may be submitted not later than five days after the deadline for sending the position statement.

the close of business of January 20, 2023, we had outstanding 544,906,149 ordinary shares, of which 290,048,900 were represented by ADSs.

Each ordinary share (including ordinary shares represented by ADSs) outstanding as of the close of business on the record date is entitled