XTL Biopharmaceuticals Ltd.

Proxy Solicitation & Information Statement • Feb 1, 2023

XTL Biopharmaceuticals Ltd.

PROXY FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON FEBRUARY 23, 2023

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.

The undersiged hereby appoints Shlomo Officer, attomey, agent and proxy of the undersigned, with full power of substitution to each of them, to represent and to vote on behalf of the ordinary shares in XTL Biopharmaceuicals Ltd. (the "Company") which the undersigned is entitled to vote at the Annual General Meeting") to be held at the offices of the Company's atturneys, Doron Tikotzky Kantor Gutman Nass & Amit Gross, at 7 Mesada St, B.S.R Tower 4, Brak, Israel, on February 23, 2023 at 10:00 AM (Israel ime), and at any adjournments or postpornents thereof, upon the following matters, which are nore fully described in the Noteing of Shareholders (the "Notice") and proxy statement relating to the Annual Meeting (the "Proxy Statement").

The undersiged acknowledges receipt of the Notice of the Company relating to the Annual Meeting. All terms that are not defined in this Proxy shall have the same meaning of such terms in the Notice and/or the Proxy Statement.

This Proxy, when properly executed, will be voted in the undersigned. If no direction is made with respect to any matter, this Proxy will be voted FOR such matter. Any and all proxies heretofore given by the undersigned are hereby revoked.

(Continued and to be signed on the reverse side)

ANNUAL GENERAL MEETING OF SHREHOLDERS OF XTL BIOPHARMACEUTICALS LTD.

February 23, 2023, 10:00 a.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 極

ending December 31, 2022.		1. To appoint Someth Chairi, Certified Public Accountants in Israel and a member firm of KPMG as the fissal year
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.
F 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.
F 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,
F 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.
F 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.
F FOR	AGAINST	ABSTAIN
7. To re-dect Ms. Iris Shapira Yalon o 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.
F FOR	■ AGAINST	O ABSTAIN
		2

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

Yes ロ No

1. To approve that Ms. Iris Shapira Yalon non-executive director, shall receive a grant of 150,000 options as described in the proxy statement.

□ FOR ■ AGAINST □ ABSTAIN

Are you a controlling shareholder of the Company, or do you have a personal interest in the Shapira Yalon's equity remuneration other than a personal interest unrelated to relations with a controlling shareholder of the Company? Please note: Jf you do not mark either Yes or No, your shares will not be voted for this proposal.

YES No ロ

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

Date: Date Date SIGNATURE SIGNATURE

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

---

Annual General Meeting of Shareholders: Company for such fiscal year. (3) years, until February 23, 2026. proposal. not be voted for this proposal.	See Voting Instruction On Reverse Side. Please make your marks like this: Use pen only 1. To re-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, and to authorize the Board of Directors, upon the recommendation of the Company's audit committee (the "Audit Committee"), to determine the auditors' remuneration to be fixed in accordance with the volume and nature of their services to the 2. To re-elect Alexander Rabinovitch to the Company's Board of Directors for a term expiring at the Company's next Annual Meeting. 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. 4. To re-elect Shilomo 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. 6. To re-elect Dr. Dobrosiav Melamed 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 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 8. To approve that Ms. Iris Shapira Yalon non-executive director, shall receive a grant of 150,000 options as described in the proxy statement. 8(a) Are you a controlling shareholder of the Company, or do you have a personal interest in the approval of Mrs. Ins Shapira Yalon's	Yes	For Against Albstain No For Against Albstain	to be Held on February 23, 2023 for Holders as of January 23, 2023 € provided. MAIL en velope · Mark, sign and date your Voting Instruction Form. · Detach your Voting Instruction Form. · Return your Voting Instruction Form in the the postage-paid envelope provided. ui portion All votes must be received by 12:00 p.m. E.S.T. on February 17, 2023 this just return PROXY TABULATOR FOR XTL BIOPHARMACEUTICALS LTD. and P.O. BOX 8016 perforation CARY, NC 27512-9903 the IP
		Yes	No	carefully
	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			separate Please 6 EVENT #
				CLIENT #
	Authorized Signatures - This section must be completed for your instructions to be executed.
	Please Sign Here		Please Date Albor e
	Please Sign Here		Please Date Above	Copyright @ 2023 Mediant Communications Inc. All Rights Reserved

XTL Biopharmaceuticals Ltd.

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 Depositary Receipts ("ADRs") hereby 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 books of 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 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 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 item.
• 1. This voting Instruction Card, when properly executed and returned, will be a request othe Depositary
     to vote or cause to be voted the shares or other Deposited Securi
• 1. 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 i

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

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

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

1/25/2023 : 9:43:19 AM