XTL Biopharmaceuticals Ltd.

Governance Information • Jan 19, 2022

Declaration of Director's Qualification

(Section 224(b) of the Israeli Companies' Law - 1999 (the "Law"))

I, the undersigned, Alexander Rabinovich, I.D 014122568 hereby states, declares and undertakes to XTL BIOPHARMACEUTICALS Ltd. (the "company") as follows:

• 1. I have the necessary qualifications and ability to devote appropriate time to perform the position of a director in the Company, taking into account, among other things, the Company's special needs.
• 1. With accordance to paragraph 1 above, the following are details regarding my skills: 2.1 Education-

(Field of education, institution, academic degree, certificate or professional license)

B.A degree in Economics and Accounting fron Haifa University

2.2. Practice and Professional Experience-

(Job description, employer details, duration of service)

February 2019 until today : CEO of Intercure Ltd.

2016 until today : CEO of Green Fields Capital Ltd.

2009 until today : CEO of Green Forest Holdings Ltd.

2013 until today : CEO of Green Forest Global

2009 until 2014 : CEO of Eurocom Holdings and Investments Ltd. & Eurocom Investments LP.

2.3. Companies in which I serve or served as a Director in the past 5 years-

(Job description, company's name, duration of service)

2018 until today : Intercure Ltd.

2018 until today : Canndoc Ltd.

2011 until today : Green Fields Capital Ltd.

2009 until today : Green Forest Holdings Ltd.

2013 until today : Green Forest Global

2013 until today : D.I.M Investments / D.I.M Risk Management Ltd.

I have not been convicted by a final judgment of one or more offences specified under sections 290 to 297, 392, 415, 418 to 428 to the Israel Penal Law 5737-1997; or under sections 52C, 52D, 53(a) and 54 to the Securities Law, 5728-1968 ("Securities Law"); and in any additional offences to those set forth above, as prescribed by the Minister of Justice from time to time.

• 1. I have not been convicted by a final judgment in a court outside of Israel for bribery, fraud, directors' offenses involving misuse of inside information.
• 1. I have not been convicted by a final judgment of any other offense in which a court determined that due to its nature, severely or circumstances I do not deserve the serve as director/director of a public company.
• 1. I was not imposed by an administrative enforcement commission, appointed under section 52(32)(a) of the Securities Law, with means of enforcement , as provided in section 52 of the Securities Law, or imposed under Chapter H4 of the Securities Law, under Chapter G2 of the Regulation of Investment Counseling and Investment Portfolio Management Law, 1995 or under Chapter J1 to the Joint Investment Trust Law, 1994, as applicable.
• 1. I am not a minor, incompetent, and was not declared insolvent.
• 1. To this time, I maintain/do not maintain (Please delete the unnecessary) securities of the company or of a subsidiary and/or related company of the company.

Name, type and series of Security	No. of Security on the stock exchange	Quantity of Securities	Treasury Securities	The rate of Holdings		The rate of Holdings (strong/full dilution)
				Capital	Vote	Capital	Vote
ADR		661,394
Ordinary shares		62,149,487
Warrants		250,000
Total :		128,288,887		23.7%	23.7%	20.31%	20.31%

• 1. I hereby declare that if any change shall apply in the above listed information in a way that shall prevent the continuation of my service as director of the Company, I shall inform the company about the change immediately and my service as a director shall terminate immediately. I am fully aware that the Company relied on the declaration of this statement during the approval of my tenure as director of the Company.
• 1. I am aware that non-disclosure of information as mentioned above shall be considered as a breach of my fiduciary duty to the Company.
• 1. I hereby declare that I shall meet all the law requirements regarding service as a director of a public company, and serve for the benefit of the Company.

Signature: Date: December 14, 2021

Declaration of Director's Qualification

(Section 224(b) of the Israeli Companies' Law - 1999 (the "Law"))

I, the undersigned, Dr. Jonathan Schapiro, I.D 012654141 hereby states, declares and undertakes to XTL BIOPHARMACEUTICALS Ltd. (the "company") as follows:

• l . I have the necessary qualifications and ability to devote appropriate time to perform the position of a director in the Company, taking into account, among other things, the Company's special needs.
• 1. With accordance to paragraph 1 above, the following are details regarding my skills:
     2.1. Education-2.1 Education-

(Field of education, institution, academic degree, certificate or professional license)

Doctor of Medicine, Ben Gurion University of the Negev, Israel

Bachelor of Medicine, Ben Gurion University of the Negev, Israel

Fellow, Infectious Diseases and Geographic Medicine, Stanford University, USA

2.2. Practice and Professional Experience-

(Job description, employer details, duration of service)

Medical Director

Consultant Pharmaceutical Drug Development

2.3. Companies in which I serve or served as a Director in the past 5 years-

(Job description, company's name, duration of service)

Member, Board of Directors, Proteologics, Rehovot Israel (previous)

• 3 . I have not been convicted by a final judgment of one or more offences specified under sections 290 to 297, 392, 415, 418 to 428 to the Israel Penal Law 5737-1997; or under sections 52C, 52D, 53(a) and 54 to the Securities Law, 5728-1968 ("Securities Law"); and in any additional offences to those set forth above, as prescribed by the Misister of Justice from time to time.
• 1. I have not been convicted by a final judgment in a court outside of Israel for bribery, fraud, directors' offenses involving misuse of inside information.
• 1. I have not been convicted by a final judgment of any other offense in which a court determined that due to its nature, severely or circumstances I do not deserve the serve as director/director of a public company.

To:

• 1. I was not imposed by an administrative enforcement commission, appointed under section 52(32)(a) of the Securities Law, with means of enforcement , as provided in section 52 of the Securities Law, or imposed under Chapter H4 of the Securities Law, under Chapter G2 of the Regulation of Investment Counseling and Investment Portfolio Management Law, 1995 or under Chapter Jourseling and Investment Portholio as applicable.
• 1. I am not a minor, incompetent, and was not declared insolvent.
• 1. To this time, I maintain/do not maintain (Please delete the unnecessary) securities of the company or of a subsidiary and/or related company of the company.

Name, type and series of Security	No. of Security on the stock exchange	Quantity of Securities	Treasury Securities	The rate of The rate of Holdings Holdings (strong/full dilution)
				Capital	Vote	Capital	Vote
Options		300,000

• 1. I hereby declare that if any change shall apply in the above listed information in a way that shall prevent the continuation of my service as director of the Company, I shall inform the company about the change immediately and my service as a director shall terminate immediately. I am fully aware that the Company relied on the declaration of this statement during the approval of my tenure as director of the Company.
• 1. I am aware that non-disclosure of information as mentioned above shall be considered as a breach of my fiduciary duty to the Company.
• l 1. I hereby declare that I shall meet all the law requirements regarding service as a director of a public company, and serve for the benefit of the Company.

Signature: C

Declaration of Director's Qualification

(Section 224(b) of the Israeli Companies' Law – 1999 (the "Law"))

I, the undersigned, Shlomo Shalev, I.D 057708422 hereby states, declares and undertakes to XTL BIOPHARMACEUTICALS Ltd. (the "company") as follows:

• 1. I have the necessary qualifications and ability to devote appropriate time to perform the position of a director in the Company, taking into account, among other things, the Company's special needs.
• 1. With accordance to paragraph 1 above, the following are details regarding my skills: 2.1 Education-

(Field of education, institution, academic degree, certificate or professional license)

BA Ben Gurion University, Israel

MBA San Francisco University, CA USA

2.2. Practice and Professional Experience-

(Job description, employer details, duration of service)

Chairman of the Board, GFC Green Fields Capital (TASE) 2015-Current

CEO GFC Green Fields Capital (TASE) 2014-2015

Active Chairman of the Board, Intercure (TASE) 2015-2018

Active Chairman of the Board Micronet (TASE) 2011-2013

Active Chairman of the Board NetformX 2007-2010

Senior VP Investments, Ampal (NASDAQ) 1998-2006

Consul for Economic Affairs, United States Northwestern Region 1994-1998

Economic Advisor to the Director General, Ministry of Industry and Trade

1992-1994

2.3. Companies in which I serve or served as a Director in the past 5 years-

(Job description, company's name, duration of service)

GFC Green Fields Capital – 2015-current

Micronet 2017-2019

Intercure 2015-2018

Tigi Solar – 2021-Current

SaverOne – 2020 - Current

• 1. I have not been convicted by a final judgment of one or more offences specified under sections 290 to 297, 392, 415, 418 to 428 to the Israel Penal Law 5737-1997; or under sections 52C, 52D, 53(a) and 54 to the Securities Law, 5728-1968 ("Securities Law"); and in any additional offences to those set forth above, as prescribed by the Minister of Justice from time to time.
• 1. I have not been convicted by a final judgment in a court outside of Israel for bribery, fraud, directors' offenses involving misuse of inside information.
• 1. I have not been convicted by a final judgment of any other offense in which a court determined that due to its nature, severely or circumstances I do not deserve the serve as director/director of a public company.
• 1. I was not imposed by an administrative enforcement commission, appointed under section 52(32)(a) of the Securities Law, with means of enforcement , as provided in section 52 of the Securities Law, or imposed under Chapter H4 of the Securities Law, under Chapter G2 of the Regulation of Investment Counseling and Investment Portfolio Management Law, 1995 or under Chapter J1 to the Joint Investment Trust Law, 1994, as applicable.
• 1. I am not a minor, incompetent, and was not declared insolvent.
• 1. To this time, I maintain/do not maintain (Please delete the unnecessary) securities of the company or of a subsidiary and/or related company of the company.

Name,	No. of	Quantity of	Treasury	The rate of		The rate of
type and	Security	Securities	Securities	Holdings		Holdings
series of	on the					(strong/full
Security	stock					dilution)
	exchange
				Capital	Vote	Capital	Vote
Shares		3,019,309

• 1. I hereby declare that if any change shall apply in the above listed information in a way that shall prevent the continuation of my service as director of the Company, I shall inform the company about the change immediately and my service as a director shall terminate immediately. I am fully aware that the Company relied on the declaration of this statement during the approval of my tenure as director of the Company.
• 1. I am aware that non-disclosure of information as mentioned above shall be considered as a breach of my fiduciary duty to the Company.
• 1. I hereby declare that I shall meet all the law requirements regarding service as a director of a public company, and serve for the benefit of the Company.

Declaration of Director's Qualification

(Section 224(b) of the Israeli Companies' Law - 1999 (the "Law"))

I, the undersigned, Doron Turgeman, I.D 023568389 hereby states, declares and undertakes to XTL BIOPHARMACEUTICALS Ltd. (the "company") as follows:

• 1. I have the necessary qualifications and ability to devote appropriate time to perform the position of a director in the Company, taking into account, among other things, the Company's special needs.
• 1. With accordance to paragraph 1 above, the following are details regarding my skills: 2.1 Education-

(Field of education, institution, academic degree, certificate or professional license)

B.A. Economics and Accounting. Hebrew University of Jerusalem, Israel

2.2. Practice and Professional Experience-

(Job description, employer details, duration of service)

October 2011 - February 2021 (10 years) : CEO of Internet Gold which is publicly-traded company dual-listed on Nasdaq and TASE.

From October 2011 until January 2019 I served in addition, as CEO of B Communications which is publicly-traded company dual-listed on Nasdag and TASE.

2008-October 2011 (3 years): Deputy CEO and CFO, Internet Gold. In tandem, VP of Eurocom Panasonic, the sole distributer of Panasonic in Israel and CFO of Eurocom Communications between 2012-2015.

2.3. Companies in which I serve or served as a Director in the past 5 years-

(Job description, company's name, duration of service)

Since December 2021: Board member of Arika Carmel a public company which trade on TASE.

Since October 2019: Board member of Alon Ribua Kahol, one of the largest Israeli holding companies.

Since February 2016: Board member of The Klein International Group Limited, BVI company which raised bonds on TASE.

Since June 2020: Board member of Waterstone Properties, BVI company which raised bonds on TASE.

Since September 2020: Board member of Encore Group Limited, BVI company which raised bonds on TASE.

Between February 2018 until December 2019: Board member of BEZEQ, the largest Israeli telecoms company.

Between December 2015: until December 2018: Board member of MDG Group Limited, BVI company which raised bonds on TASE.

• 1. I have not been convicted by a final judgment of one or more offences specified under sections 290 to 297, 392, 415, 418 to 428 to the Israel Penal Law 5737-1997; or under sections 52C, 52D, 53(a) and 54 to the Securities Law, 5728-1968 ("Securities Law"); and in any additional offences to those set forth above, as prescribed by the Minister of Justice from time to time.
• 1. I have not been convicted by a final judgment in a court outside of Israel for bribery, fraud, directors' offenses involving misuse of inside information.
• 1. I have not been convicted by a final judgment of any other offense in which a court determined that due to its nature, severely or circumstances I do not deserve the serve as director/director of a public company.
• 1. I was not imposed by an administrative enforcement commission, appointed under section 52(32)(a) of the Securities Law, with means of enforcement , as provided in section 52 of the Securities Law, or imposed under Chapter H4 of the Securities Law, under Chapter G2 of the Regulation of Investment Counseling and Investment Portfolio Management Law, 1995 or under Chapter J1 to the Joint Investment Trust Law, 1994, as applicable.
• 1. I am not a minor, incompetent, and was not declared insolvent.
• 1. To this time, I maintain/do not maintain (Please delete the unnecessary) securities of the company or of a subsidiary and/or related company of the company.

Name,	No. of	Quantity of	Treasury	The rate of		The rate of
type and series of Security	Security on the stock exchange	Securities	Securities	Holdings Holdings (strong/full dilution)
				Capital Vote		Capital	Vote
XTL ADR	3.400

• 1. I hereby declare that if any change shall apply in the above listed information in a way that shall prevent the continuation of my service as director of the Company, I shall inform the company about the change immediately and my service as a director shall terminate immediately. I am fully aware that the Company relied on the declaration of this statement during the approval of my tenure as director of the Company.
• 1. I am aware that non-disclosure of information as mentioned above shall be considered as a breach of my fiduciary duty to the Company.
• 1. I hereby declare that I shall meet all the law requirements regarding service as a director of a public company, and serve for the benefit of the Company.

Signature:

Date: December 10, 2021

Declaration of Director's Qualification

(Section 224(b) of the Israeli Companies' Law – 1999 (the "Law"))

I, the undersigned, Dr. Dobroslav Melamed, I.D 313865461 hereby states, declares and undertakes to XTL BIOPHARMACEUTICALS Ltd. (the "company") as follows:

• 1. I have the necessary qualifications and ability to devote appropriate time to perform the position of a director in the Company, taking into account, among other things, the Company's special needs.
• 1. With accordance to paragraph 1 above, the following are details regarding my skills: 2.1 Education-

(Field of education, institution, academic degree, certificate or professional license)

2004 –	Post Doctorate, Research of mammalian sperm signal transduction pathways
2006	Bar-Ilan University, Life Science
2001 – 2004	PhD in Biotechnology (with thesis in Development of Methods for Male Fertility Improvement), Bar-Ilan University, Life Science Department.
1999 –	MSc in Life Science (with thesis in Signal Transduction of Viral Brain
2001	Infection), Bar-Ilan University, Life Science Department.
1996	BA in Biotechnology (with molecular biology specialization), Bar-Ilan
– 1999	University, Life Science Department.

2.2. Practice and Professional Experience-

(Job description, employer details, duration of service)

Cannabotech LTD. Position CTO. 2018-curent Responsible for drug development in field of fertility, cancer and Nash

Insight biopharmaceutical LTD. 2017-1018 Position President Responsible for company managed, operations and business development. and files formation. Company of 40+ workers produces.

TrioxBio LTD. 2014-2017Position CEO. Responsible for company operation and business development (development and promotions of treatments for migraine, blood pressure and cancer)

SciVac LTD. (formerly SciGen IL), 2012-2014 President. Responsible for company managed, operations and business development. Establishment of service unit for API manufacturing for clinical trials and files formation. Company of 50+ workers produces vaccines

Doctor D LTD and INALMED LTD, 2007 - 2010Founder and business development of 3 IVF centers in Russia, Uzbekistan and Kazakhstan

Periness LTD, 2006- 2007 position: CRO, Development of new drugs for male infertility)

Bar-Ilan University 2004- 2006 Male Fertility clinic, Researcher (Development of new drugs for male infertility, morphological analysis of semen condition, sperm selection for IVF)

QBI, 2001-2004 Pre-Clinical and Research Pharmacology Department, In Vivo Group Assistant (Biomedical research, services and combined technical, regulatory expertise, In Vivo models establishment for drug discovery and delivery).

2.3. Companies in which I serve or served as a Director in the past 5 years-

(Job description, company's name, duration of service)

_ I serve or served as a Director in_Melamed Medical LTD, Trioxbio LTD, Cannabotech LTD XTL, RIF capital LTD

_________________________________________________________________ _________________________________________________________________ _______________________________________________________________

• 1. I have not been convicted by a final judgment of one or more offences specified under sections 290 to 297, 392, 415, 418 to 428 to the Israel Penal Law 5737-1997; or under sections 52C, 52D, 53(a) and 54 to the Securities Law, 5728-1968 ("Securities Law"); and in any additional offences to those set forth above, as prescribed by the Minister of Justice from time to time.
• 1. I have not been convicted by a final judgment in a court outside of Israel for bribery, fraud, directors' offenses involving misuse of inside information.
• 1. I have not been convicted by a final judgment of any other offense in which a court determined that due to its nature, severely or circumstances I do not deserve the serve as director/director of a public company.
• 1. I was not imposed by an administrative enforcement commission, appointed under section 52(32)(a) of the Securities Law, with means of enforcement , as provided in section 52 of the Securities Law, or imposed under Chapter H4 of the Securities Law, under Chapter G2 of the Regulation of Investment Counseling and Investment Portfolio

Management Law, 1995 or under Chapter J1 to the Joint Investment Trust Law, 1994, as applicable.

• 1. I am not a minor, incompetent, and was not declared insolvent.
• 1. To this time, I maintain/do not maintain (Please delete the unnecessary) securities of the company or of a subsidiary and/or related company of the company.

Name, type and series of Security No. of Security on the stock exchange Quantity of Securities Treasury Securities The rate of Holdings The rate of Holdings (strong/full dilution) Capital Vote Capital Vote

• 1. I hereby declare that if any change shall apply in the above listed information in a way that shall prevent the continuation of my service as director of the Company, I shall inform the company about the change immediately and my service as a director shall terminate immediately. I am fully aware that the Company relied on the declaration of this statement during the approval of my tenure as director of the Company.
• 1. I am aware that non-disclosure of information as mentioned above shall be considered as a breach of my fiduciary duty to the Company.
• 1. I hereby declare that I shall meet all the law requirements regarding service as a director of a public company, and serve for the benefit of the Company.

Signature: ______________ Date: _________________ 12/12/21