Full Press Release Details
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON MONDAY, JUNE 22, 2026
To the shareholders of XTL Biopharmaceuticals
Notice 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 Pollack Matalon & Co.- Law Offices, at APM House, 18 Raoul Wallenberg
St., Building D, Tel Aviv, Israel at 4:00 p.m. (Israel Time), Monday, June 22, 2026.
The agenda of the Meeting will be as follows:
| 1. | To approve the acquisition of not less than 80% and up to 100% of the issued and outstanding share capital of Psyga Bio Ltd. (" Psyga ") as a result of which the Company shall become the controlling shareholder of Psyga, including the issuance of the consideration for such Acquisition in the form of ADSs (or warrants in lieu thereof) of the Company, all on the terms and subject to the conditions set forth therein (the " Transaction "); | |
| 2. | To approve a private placement of up to US$1,500,000 from Mr. Alexander Rabinovitch (the " Interested Party ") and/or one or more other investors, to be funded conditional upon the consummation of the Transaction; | |
| 3. | To approve, conditional upon the approval of Resolutions 1 and 2 above, an increase of the Company's authorized share capital by 2,900,000,000 shares, such that following the increase, the authorized share capital will consist of a total of 5,800,000,000 ordinary shares, par value NIS 0.1 each, and to amend the Company's Articles of Association accordingly. | |
| 4. | To approve the appointment of BARZILY & CO. C.P.A (the " Auditors "), as the Company's independent registered public accounting firm for the year ending December 31, 2025, and to authorize the Board of Directors, upon the recommendation of the Company's 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. |
Only shareholders and holders
of ordinary shares represented by American Depositary Shares at the close of business on Tuesday, May 26, 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 Meeting in person.
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 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 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 St. Ramat Gan, 5112001, Israel, Attention: Chief Executive Officer.
| By Order of the Board of Directors | |
| /s/ Noam Band | |
| Noam Band Chief Executive Officer | |
| Friday, May 15, 2026 |
Ramat Gan, 5112001, Israel
FOR AN EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON MONDAY, JUNE 22, 2026
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 AN Extraordinary General Meeting of Shareholders, to be held on Monday, June 22, 2026, at 4:00 p.m.
Israel time at the offices of the Company's attorneys, Amit Pollack Matalon & Co.- Law Offices, at APM House, 18 Raoul Wallenberg
St., Building D, Tel Aviv, Israel, or at any adjournments thereof.
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 extraordinary
meeting will be as follows:
| 1. | To approve the acquisition of not less than 80% and up to 100% of the issued and outstanding share capital of Psyga Bio Ltd. (" Psyga ") as a result of which the Company shall become the controlling shareholder of Psyga, including the issuance of the consideration for such Acquisition in the form of ADSs (or warrants in lieu thereof) of the Company, all on the terms and subject to the conditions set forth therein (the " Transaction "); | |
| 2. | To approve a private placement of up to US$1,500,000 from Mr. Alexander Rabinovitch (the " Interested Party ") and/or one or more other investors to be funded conditional upon the consummation of the Transaction ; | |
| 3. | To approve, conditional upon the approval of Resolutions 1 and 2 above, an increase of the Company's authorized share capital by 2,900,000,000 shares, such that following the increase, the authorized share capital will consist of a total of 5,800,000,000 ordinary shares, par value NIS 0.1 each, and to amend the Company's Articles of Association accordingly. | |
| 4. | To approve the appointment of BARZILY & CO. C.P.A (the "Auditors"), as the Company's independent registered public accounting firm for the year ending December 31, 2025, and to authorize the Board of Directors, upon the recommendation of the Company's 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. |
We 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 Recommendation
Our Board of Directors unanimously
recommends that you vote "FOR" all items.
Only shareholders and ADS
holders at the close of business on Tuesday, May 26, 2026 shall be entitled to receive notice of and to vote at the extraordinary meeting.
You 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.
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 26 Ben-Gurion St. Ramat Gan, 5112001, 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 extraordinary meeting
If voting by mail, you must
sign and date a proxy card in the form filed by us on MAGNA on or about May 15, 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 Pollack Matalon & Co.- Law Offices, at APM House, 18 Raoul Wallenberg
St., Building D, Tel Aviv, Israel, as described in the instructions available on MAGNA.
If 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.
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,
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.
Our 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
Solicitation of Proxies
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
Proxies are being distributed
to shareholders and ADS holders on or about Tuesday, May 26, 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