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

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 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 10:00 AM (Israel Time), on February 23, 2023.

The agenda of the Annual Meeting will be as follows:

Only 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

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 5 Badner Street, Ramat Gan 5218102, Israel, Attention: Chief Executive Officer.

Ramat Gan, Israel, 5218102

FOR ANNUAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON FEBURARY 23, 2023

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 the Annual General Meeting (the "Annual Meeting"), to be held on February 23, 2023, at

10:00 AM 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.

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, 2021.

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, 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 such fiscal year.

3. To re-elect Mr. Alexander Rabinovitch

to our Board of Directors for a term expiring at our next Annual Meeting.

4. To re-elect Dr. Jonathan Schapiro

to our Board of Directors for a term expiring at our next Annual Meeting.

5. To re-elect Mr. Shlomo Shalev

to our Board of Directors for a term expiring at our next Annual Meeting.

6. To re-elect Mr. Doron Turgeman

to our Board of Directors for a term expiring at our next Annual Meeting.

7. To re-elect Dr. Dobroslav Melamed

to our Board of Directors for a term expiring at our next Annual Meeting.

8. 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.

9. To approve the grant of 150,000

options to Mrs. Iris Shapira Yalon.

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 proposals 2 to 9.

Only 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 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 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 Annual Meeting

If 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.

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.

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 one

set of voting materials, including multiple copies of this document and multiple proxy cards or voting instruction cards. For example,