To the shareholders of XTL Biopharmaceuticals

MEETING OF SHAREHOLDERS

To the shareholders of XTL Biopharmaceuticals

Notice is hereby given that an Annual 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 January 22, 2020.

The agenda of the Meeting will be as follows:

Only shareholders and holders of ordinary shares

represented by American Depositary Shares at the close of business on December 23, 2019 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 5 Badner Street, Ramat Gan 5218102, Israel, Attention: Chief Executive

Ramat Gan, Israel, 5218102

FOR ANNUAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON JANUARY 22, 2020

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 Annual General Meeting of Shareholders, to be held on January 22, 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.

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.

annual meeting will be as follows:

auditor's report of our independent registered public accounting firm and audited financial statements for the year ended

reappointment of Kesselman & Kesselman, Israel CPAs, a member firm of PricewaterhouseCoopers International Limited, as the

Company's independent registered public accounting firm for the fiscal year ending December 31, 2019 and until our next

annual general meeting of shareholders, and to authorize our Board of Directors to fix such accounting firm's annual compensation.

Alexander Rabinovitch to our Board of Directors for a term expiring at our next annual general meeting of shareholders.

Jonathan Schapiro to our Board of Directors for a term expiring at our next annual general meeting of shareholders.

Shlomo Shalev to our Board of Directors for a term expiring at our next annual general meeting of shareholders.

Doron Turgeman to our Board of Directors for a term expiring at our next annual general meeting of shareholders.

Dobroslav Melamed to our Board of Directors for a term expiring at our next annual general meeting of shareholders.

Iris Shapira Yalon to hold office as external director of the Company Board of Directors, commencing as of the Meeting date and

for a period of Three (3) years thereon.

9. To approve the appointment of Doron

Turgeman as CEO including his terms of employment in such capacity commencing as of the Meeting date.

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 December 23, 2019 shall be entitled to receive notice of and to vote at the annual meeting.

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.

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.

instructions on the proxy card.

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 in person.

If voting by mail, you must sign

and date a proxy card in the form filed by us on MAGNA on December 18, 2019 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.

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.

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.

Shareholders or Accounts

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 annual meeting or at any postponements or adjournments of the

Solicitation of Proxies

By 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