NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON FEBRUARY 17, 2026 To the shareholders of XTL Biopharmaceuticals Ltd.: Notice is hereby given that an Extraordinary General Meeting (the "Meeting") of

GENERAL MEETING OF SHAREHOLDERS

BE HELD ON FEBRUARY 17, 2026

the shareholders of XTL Biopharmaceuticals Ltd.:

is hereby given that an 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, Amit, Pollak, Matalon & Co., at APM House,

18 Raoul Wallenberg St., Building D, 6th floor, Ramat Hachayal, Tel Aviv, Israel at 4:00 p.m. (Israel Time), Tuesday February 17, 2026.

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 January 20, 2026 are

entitled to notice of, and to vote at, the Meeting and any adjournment or postponement thereof. You are cordially invited to attend the

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 26 Ben Gurion Street, Ramat Gan 5257346 , Israel, Attention: Chief Executive

AN EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

BE HELD ON FEBRUARY 17, 2026

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 Extraordinary General Meeting of Shareholders, to be held on

Tuesday February 17, 2026, at 4:00 p.m. Israel time at the offices of the Company's attorneys, Amit, Pollak, Matalon & Co.,

at APM House, 18 Raoul Wallenberg St., Building D, 6th floor, Ramat Hachayal, Tel Aviv, 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 extraordinary meeting will be as follows:

currently are unaware of any other matters that may be raised at the extraordinary meeting. Should any other matters be properly raised

at the extraordinary 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" all items.

shareholders and ADS holders at the close of business on January 20, 2026 shall be entitled to receive notice of and to vote at the extraordinary

can vote your ordinary shares by attending the extraordinary meeting. If you do not plan to attend the 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.

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 Street, Ramat

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 extraordinary meeting in person.

voting by mail, you must sign and date a proxy card in the form filed by us on MAGNA on January 13, 2026 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, Amit, Pollak, Matalon & Co., at APM House, 18 Raoul

Wallenberg St., Building D, 6th floor, Ramat Hachayal, Tel Aviv, Israel, as described in the instructions available on MAGNA.

you choose to attend the 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

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 extraordinary meeting or at any postponements or

adjournments of the extraordinary meeting.

appointing "proxies", shareholders and ADS holders may vote at the extraordinary 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 extraordinary 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 extraordinary 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 ADS holders on or about January 20, 2026. 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, Amit, Pollak, Matalon & Co., at APM House, 18 Raoul Wallenberg St., Building D, 6th floor, Ramat Hachayal, Tel

Aviv, Israel, not later than ten days before the convening of the extraordinary meeting (i.e., Saturday February 7, 2026). Response of

the Board to the position statement may be submitted not later than five days after the deadline for sending the position statement (i.e.,

Thursday February 12, 2026).

the close of business on January 11, 2026, we had outstanding 946,243,356 ordinary shares, and excluding 372,957,973 dormant ordinary

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

is entitled to one vote upon each of the matters to be voted on at the extraordinary meeting.

quorum required to hold the Meeting consists of at least two shareholders present in person or by proxy who hold or represent between

them at least one-third of the voting rights in the Company. If the Meeting is adjourned for lack of a quorum it will be held on the

same day in the following week at the same time and place (with no need for any notice to the shareholders) or until such other later

time if we serve notice to the shareholders no less than seven days before the date fixed for the such adjourned meeting (the "Deferred

Meeting"). If at a Deferred Meeting there is no quorum present half an hour after the time set for the meeting, any number participating

in the Deferred Meeting shall represent a quorum and shall be entitled to discuss the matters set down on the agenda for the original

Required for Each Proposal

affirmative vote of the holders of a majority of the voting power represented and voting on such Proposals in person or by proxy at the

extraordinary meeting is necessary for the approval of each of Proposal 1 through 3.

addition, the approval of the Proposal 2, must either include at least a majority of the ordinary shares voted by shareholders who are

not controlling shareholders nor are they shareholders who have a personal interest in the proposal, or the total ordinary shares of