ANNUAL GENERAL MEETING OF SHREHOLDERS OF XTL BIOPHARMACEUTICALS LTD.

February 23, 2023, 15:00 p.m. (Israel time)

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE PROPOSALS FOR THE MEETING

PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE

	ANNUAL GENERAL MEETING OF SHREHOLDERS OF XTL BIOPHARMACEUTICALS LTD.
	February 23, 2023, 15:00 p.m. (Israel time)
	Please date, sign and mail your proxy card in the envelope provided as soon as possible.
	THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE PROPOSALS FOR THE MEETING
	PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE
1.	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.
	FOR AGAINST ABSTAIN
2.	To re-elect Alexander Rabinovitch to the Company's Board of Directors for a term expiring at the Company's next Annual Meeting.
	FOR AGAINST ABSTAIN
3.	To re-elect Dr. Jonathan Schapiro to the Company's Board of Directors for a term expiring at the Company's next Annual Meeting.
	FOR AGAINST ABSTAIN
4.	To re-elect Shlomo Shalev to the Company's Board of Directors for a term expiring at the Company's next Annual Meeting.
	FOR AGAINST ABSTAIN
5.	To re-elect Doron Turgeman to the Company's Board of Directors for a term expiring at the Company's next Annual Meeting.
	FOR AGAINST ABSTAIN
6.	To re-elect Dr. Dobroslav Melamed to the Company's Board of Directors for a term expiring at the Company's next Annual Meeting.
	FOR AGAINST ABSTAIN
7.	To re-elect Ms. Iris Shapira Yalon to hold office as an external director of the Company, commencing on February 23, 2023 for a period of three (3) years, until February 23, 2026.
	FOR AGAINST ABSTAIN

Are you a controlling shareholder of the Company, or do you have a personal interest in the approval of Mrs. Iris Shapira Yalons reelection other than a personal interest unrelated to relationships with a controlling shareholder of the Company? Please note: If you do not mark either Yes or No, your shares will not be voted for this proposal.

Yes No

FOR AGAINST ABSTAIN

To approve that Ms. Iris Shapira Yalon non-executive director, shall receive a grant of 150,000 options as described in the proxy statement. Are you a controlling shareholder of the Company, or do you have a personal interest in the approval of Mrs. Iris Shapira Yalons equity remuneration other than a personal interest unrelated to relationships with a controlling shareholder of the Company? Please note: If you do not mark either Yes or No, your shares will not be voted for this proposal. Date: ________, 2023 Date_________, 2023

YES NO

In their discretion, the proxies are authorized to vote upon such other matters as may properly come before the Annual Meeting or any adjournment or postponement thereof.

	late · Daw.	0000 LULJ		Dall	2023
SIGNATURE			SIGNATURE

SIGNATURE SIGNATURE Please sign exactly as your name appears on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, trustee or guardian, please give full title as such. If the signed is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.

Exhibit 99.3

	22239 XTL Biopharmaceuticals Ltd VIF		Proof 2
Annual General Meeting of Shareholders of XTL Biopharmaceuticals Ltd. Date: February 23, 2023 See Voting Instruction On Reverse Side. Please make your marks like this: Use pen only			Annual General Meeting of Shareholders of XTL Biopharmaceuticals Ltd. to be Held on February 23, 2023 for Holders as of January 23, 2023 €
	Annual General Meeting of Shareholders:	For Against Albstain
1. 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.		return just this portion in the en velope provided. MAIL · Mark, sign and date your Voting Instruction Form. · Detach your Voting Instruction Form.
	2. To re-elect Alexander Rabinovitch to the Company's Board of Directors for a term expiring at the Company's next Annual Meeting.		· Return your Voting Instruction Form in the
	3. To re-elect Dr. Jonathan Schapiro to the Company's Board of Directors for a term expiring at the Company's next Annual Meeting.		postage-paid envelope provided.
	4. To re-eloct Shiomo Shalev to the Company's Board of Directors for a term expiring at the Company's next Annual Meeting.
	5. To re-elect Doron Turgeman to the Company's Board of Directors for a term expiring at the Company's next Annual Meeting.		All votes must be received by 12:00 p.m. E.S.T. on February 17, 2023
	6. To re-elect Dr. Dobroslav Malamed to the Company's Board of Directors for a term expiring at the Company's next Annual Meeting.
	7. To re-elect Ms. Iris Shapira Yalon to hold office as an external director of the Company, commencing on February 23, 2023 for a period of three (3) years, unfill February 23, 2026.	Yes 240	PROXY TABULATOR FOR
proposal.	7(a) Are you a controlling shareholder of the Company, or do you have a personal interest in the approval of Mrs. Iris Shapira Yalon's re- election other than a personal interest unrelated to relationships with a controlling shareholder of the Company? Please note: If you do not mark either Yes or No, your shares will not be voted for this	For Against Altstain	perforation and P.O. BOX 8016 CARY, NC 27512-9903	XTL BIOPHARMACEUTICALS LTD.
	8. To approve that Ms. Ins Shapira Yalon non-executive director, shall receive a grant of 150,000 options as described in the proxy statement.		at the
	8(a) Are you a controlling shareholder of the Company, or do you have a personal interest in the approval of Mrs. Inis Shapira Yalon's equity remuneration other than a personal interest unrelated to relationships with a controlling shareholder of the Company ? Please note: If you do not mark either Yes or No, your shares will not be voted for this proposal,	YPR No	separate carefully
			Please 1. EVENT #
			CLIENT #
	Authorized Signatures - This section must be completed for your instructions to be executed.

	Please Sign Here	Please Date Above	Copyright @ 2023 Mediant Communications Inc. All Rights Reserved
	Please Sign Here	Please Data Above
	22239 XTL Blopharmaceuticals Ltd VIF.indd 1			1/19/2023 2:02-38 PM

Instructions to The Bank of New York Mellon, as Depositary (Must be received prior to 12:00 p.m. E.S.T. on February 17, 2023)

The undersigned Holder of American Dopositary Rocoipts ("ADRs") horoby
acknowledges receipt of a Notice to Holders from the Depositary and hereby requests and instructs The Bank of New York Mellon, as Depositary, to endeavor, in so far as practicable, to vote or cause to be voted the number of shares or other Deposited Securities represented by such ADRs of XTL Biopharmaceuticals Ltd. (the "Company") registered in the name of the undersigned on the Depositary as of the close
of business, January 23, 2023 at the Annual General Meeting of Shareholders of the Company, to be held on February 23, 2023 at 3:00 p.m. (lsrael time), at the offlees
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 adjournment thereof, in respect to the resolutions specified on the reverse side.

NOTE:

1. Please direct the Depositary how it is to vote by placing "X" in the appropriate box opposite each agenda iten
1. This voting Instruction Card, when properly executed and returned, will be a request o the Depositary
  to vote or cause to be voted the shares or other Deposited Securi
The Depositary shall not vote or attempt to exercise the right to vote that attaches to the shares or other Deposited Securities, other than in accordance with such instructions.

To review materials for the meeting, please visit: www.xtibio.com

(Continued and to be marked, dated and signed, on the reverse side)

XTL BIOFHARMACEUTICALS LTD.
P.O. Box 8016
CARY, NC 27512-9903 PROXY TABULATOR FOR

22239 XTL Biopharmaceuticals I.td VIF.indd 2 -

1/19/2023 2:02:38 PM

AI Terminal

XTL Biopharmaceuticals Ltd.

7116_rns_2023-01-21_4efa4310-dcd2-4f35-acf0-340cc7b93dea.pdf