NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 30, 2020 To the shareholders of XTL Biopharmaceuticals Ltd.: Notice is hereby given that an Extraordinary General Meeting (the "Meeting") of the

GENERAL MEETING OF SHAREHOLDERS

BE HELD ON JUNE 30, 2020

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, Doron Tikotzky Kantor Gutman Nass &

Amit Gross, at 7 Metsada St., B.S.R Tower 4, Bnei Brak, Israel at 10:00AM. (Israel Time), on June 30, 2020.

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 May 31, 2020

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

EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

BE HELD ON JUNE 30, 2020

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 Extraordinary General Meeting of Shareholders,

to be held on June 30, 2020, at 10:00 a.m. 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, 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:

To approve the employment terms of Mr. Shlomo Shalev in his capacity as the Chief Executive Officer ("CEO") of the Company

effective as of May 19, 2020.

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".

shareholders and ADS holders at the close of business on May 31, 2020 shall be entitled to receive notice of and to vote at the

extraordinary meeting.

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 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 extraordinary meeting in person.

voting by mail, you must sign and date a proxy card in the form filed by us on MAGNA on May 26, 2020 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: Ron Soulema, 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 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 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 extraordinary meeting or at any postponements

or adjournments of the extraordinary meeting.

By 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 on or about May 26, 2020 and to ADS holders on or about June 1, 2020. 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

the extent you would like to submit a position statement with respect to the proposal 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

of our attorneys, Doron Tikotzky Kantor Gutman Nass & Amit Gross. (Attention: Ron Soulema, Adv) located at 7 Metsada St.,

B.S.R Tower 4, Bnei Brak, Israel, not later than ten days before the convening of the extraordinary meeting (i.e. June 20, 2020).

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., June 25, 2020).

the close of business of May 25, 2020, we had outstanding 514,205,799 ordinary shares, of which 270,351,400 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 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