Can-Fite BioPharma Ltd. — Proxy Solicitation & Information Statement 2018

Oct 25, 2018

CAN-FITE BIOPHARMA LTD.

PROXY FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER 3, 2018

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

The undersigned hereby appoints Ilan Cohen, Chairman of the Board and Dr. Pnina Fishman, Chief Executive Officer and each of them, attorneys, agents and proxies of the undersigned, with full power of substitution to each of them, to represent and to vote on behalf of the undersigned all the ordinary shares in Can-Fite BioPharma Ltd. (the "Company") which the undersigned is entitled to vote at the 2018 Annual General Meeting of Shareholders (the "Annual Meeting") to be held at the offices of the Company, 10 Bareket Street, Petach Tikva, Israel, on Monday, December 3, 2018 at 12:00 p.m. (Israel time), and at any adjournments or postponements thereof, upon the following matters, which are more fully described in the Notice of Annual General Meeting of Shareholders (the "Notice") and Proxy Statement relating to the Annual Meeting ("Proxy Statement").

The undersigned acknowledges receipt of the Notice of the Annual General Meeting of Shareholders and Proxy Statement of the Company relating to the 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 manner directed herein by 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 SHAREHOLDERS OF CAN-FITE BIOPHARMA LTD.

December 3, 2018, 12.00 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 re-elect Pnina Fishman to the Company's Board of Directors for a term expiring at the Company's next annual general meeting of shareholders.
	☐	FOR	☐	AGAINST	☐	ABSTAIN
2.						To re-elect Ilan Cohn to the Company's Board of Directors for a term expiring at the Company's next annual general meeting of shareholders.
	☐	FOR	☐	AGAINST	☐	ABSTAIN
3.	To re-elect Avraham Sartani to the Company's Board of Directors for a term expiring at the Company's next annual general meeting of shareholders.
	☐	FOR	☐	AGAINST	☐	ABSTAIN
4.						To re-elect Guy Regev to the Company's Board of Directors for a term expiring at the Company's next annual general meeting of shareholders.
	☐	FOR	☐	AGAINST	☐	ABSTAIN
5.	To increase our authorized share capital by NIS 105,000,000, such that following the increase, the authorized share capital shall equal NIS 125,000,000 divided into 500,000,000 ordinary shares, par value NIS 0.25 each, and to amend our articles of association accordingly.
	☐	FOR	☐	AGAINST	☐	ABSTAIN
6.	To approve, by way of a "Framework Transaction", as defined in the Companies Regulations (Relief from Related Party Transactions), 2000, the purchase of directors and officers liability insurance policies for a period of up to three years as described in the accompanying proxy statement.
	☐	FOR	☐	AGAINST	☐	ABSTAIN
	Are you a controlling shareholder in the Company, or have a personal interest in the approval of the "Framework Transaction" 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 Proposal No. 6.
	☐	YES	☐	NO
7.	To approve the re-appointment of Kost Forer Gabbay & Kasierer, registered public accounting firm, a member firm of Ernst & Young Global, as the Company's independent auditors for the fiscal year ending December 31, 2018 and until the Company's next annual general meeting of shareholders, and to authorize the
	☐	FOR	☐	AGAINST	☐	ABSTAIN

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.

Date: ________, 2018 Date_________, 2018

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.

	Annual General Meeting of Shareholders of		Annual General Meeting of Shareholders of
Can-Fite BioPharma Ltd. December 3, 2018 Date: See Voting Instructions On Reverse Side.			Can-Fite BioPharma Ltd. to be held December 3, 2018
		Fer Againsi Abstain	provided. 7 MAIL
	1. To re-olect Phina Fishman to the Company's Board of Directors for a term expiring at the Company's next annual general meeting of shareholders.		· Mark, sign and date your Voting Instruction Form.
		Fer Against Abstain	· Detach your Voting Instruction Form. · Return your Voting Instruction Form in the
	2. To re-elect lian Cohn to the Company's Board of Directors for a term expiring at the Company's next annual general meeting of shareholders.		envelope postage-paid envelope provided.
	3. To re-elect Awraham Sartani to the Company's Board of Directors for	For Against Abstain	the C
	a term expiring at the Company's next annual general meeting of shareholders.
	4. To re-elect Guy Regev to the Company's Board of Directors for a term	For Against Abstain	portion All votes must be received by 12:00 p.m. EST on November 26, 2018.
	expiring at the Company's next annual general meeting of shareholders.
	5. To increase our authorized share capital by NIS 105,000,000, such that following the increase, the authorized share capital shall equal NIS	For Against Abstain
	125,000,000 divided into 500,000,000 ordinary shares, par value NIS 0.25 each, and to amend our articles of association accordingly.		PROXY TABULATOR FOR
	6. To approve, by way of a "Framework Transaction", as defined in the	For Against Abstain	CAN-FITE BIOPHARMA LTD. P.O. BOX 8016
	Companies Regulations (Relief from Related Party Transactions), 2000,		CARY, NC 27512-9903
	the purchase of directors and officers liability insurance policies for a period of up to three years as described in the accompanying proxy statement		Please separate carefully at the perforation and return just this
	Ba. Are you a controlling shareholder in the Company, or have a personal interest in the approval of the "Framework Transaction"	Yes No
	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 Proposal
	No. 6.	For Anainst Abstain
	7. To approve the re-appointment of Kost Forer Gabbay & Kasierer, registered public accounting firm, a member firm of Ernst & Young
	Global, as the Company's independent auditors for the fiscal year ending December 31, 2018 and until the Company's next annual general
	meeting of shareholders, and to authorize the Audit Committee to fix such accounting firm's compensation.
			1
			EVENT #
			CLIENT #
	Authorized Signatures - This section must be completed for your instructions to be executed.
	Ploase Sign Horo	Please Date Abovo
	Please Sign Here	Please Date Above	Copyright @ 2018 Mediant Communications Inc. All Rights Reserved.
	531 Can-Pite BloPharma VIP.indd 1			10/25/2018 11:19:43 AB4

-

Can-Fite BioPharma Ltd. Instructions to The Bank of New York Mellon, as Depositary (Must be received prior to 12:00 p.m. EST on November 26, 2018)

The undersigned registered owner of American Depositary Shares 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 amount of Shares or other Deposited name of the undersigned on the books of the Depositary as of the close of business on
October 25, 2018 at the Annual General Meeting of the Shareholders of Can-Fite BioPharma Ltd. to be held at the offices of the Company, 10 Bareket Street, Petach Tikva, Israel, on Monday, December 3, 2018 at 12:00 p.m. (Israel time) or any postponement or adjournment thereof in respect of the resolutions specified on the reverse.

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

NOTE:

• Nore: Ille Depositar how i it to vole by placing an Y. in the opposite and be oppoile and t
  a mino near, the recolonary will be and september he world world in world in world

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

PROXY TABULATOR FOR Can-Fite BioPharma Ltd.
P.O. Box 8016
CARY, NC 27512-9903

2531 Can-Pitz BioPhorma VIP indd 2