Can-Fite BioPharma Ltd. — Proxy Solicitation & Information Statement 2019

Nov 6, 2019

CAN-FITE BIOPHARMA LTD.

PROXY FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER 12, 2019 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 2019 Annual General Meeting of Shareholders (the "Annual Meeting") to be held at the offices of the Company, 10 Bareket Street, Petach Tikva, Israel, on Tuesday, December 12, 2019 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, or 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 12, 2019, 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, or, if Proposal No. 6 is approved, until her term expires in accordance with her class.
	☐	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 or, if Proposal No. 6 is approved, until his term expires in accordance with her class.
	☐	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 or, if Proposal No. 6 is approved, until his term expires in accordance with his class.
	☐	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 or, if Proposal No. 6 is approved, until his term expires in accordance with his class.
	☐	FOR	☐	AGAINST	☐	ABSTAIN
5.	To elect Golan Bitton to our Board of Directors for a term expiring at our next annual general meeting of shareholders or, if Proposal No. 6 is approved, until his term expires in accordance with his class.
	☐	FOR	☐	AGAINST	☐	ABSTAIN
6.	To approve amendments to our articles of association, as described in the accompanying proxy statement.
	☐	FOR	☐	AGAINST	☐	ABSTAIN

1. To approve an increase of the annual premium payable for the directors and officers' insurance.

	☐	FOR	☐ AGAINST	☐	ABSTAIN
--	---	-----	--------------	---	---------

1. 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 registered public accounting firm for the year ending December 31, 2019 and until the Company's next annual general meeting of shareholders, and to authorize the audit committee to fix such accounting firm's compensation.

☐ 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: __, 2019		Date___, 2019
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.

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Proof 3

Exhibit 99.3

-

	Annual General Meeting of Shareholders of		Annual General Meeting of Shareholders of
Date:	Can-Fite BioPharma Ltd. December 12, 2019		Can-Fite BioPharma Ltd.
	See Voting Instructions On Reverse Side,		to be Held on December 12, 2019
	Please make your marks like this: LES Use pen only		for Holders as of November 4, 2019
		For Against Abstain
	1. To re-olect Pnina Fishman to the Company's Board of Directors for	落	envelope provided. ↑ MAIL
	a ferm expiring at the Company's next annual general meeting of shareholders, or, if Proposal No. 6 is approved, until her term expires in
	accordance with her class.	For Against Abstain	· Mark, sign and date your Voting Instruction Form. · Detach your Voting Instruction Form.
	2. To re-elect flan Cohn to the Company's Board of Directors for a term	기자 :	· Return your Voting Instruction Form in the
	expiring at the Company's next annual general meeting of shareholders or, if Proposal No. 6 is approved, unfil his term expires in accordance		postage-paid envelope provided.
	with her class.	For Against Abstain
	3. To re-elect Avraham Sartani to the Company's Board of Directors for	A PERFEL TAL
	a ferm expiring at the Company's next annual general meeting of shareholders or, if Proposal No. 6 is approved, until his term expires in		All votes must be received by 12:00 p.m. E.S.T. on December 5, 2019
	accordance with his class.	For Against Abstain
	4. To ro-alect Guy Regar to the Company's Board of Directors for a term		return just this portion in the
	expiring at the Company's next annual general meeting of shareholders or, if Proposal No. 6 is approved, unfil his term expires in accordance		PROXY TABULATOR FOR
	with his class.	For Against Abatain	CAN-FITE BIOPHARMA LTD. and
	5. To elect Golan Bitton to our Board of Directors for a term expiring at		P.O. BOX 8016
	our next annual general meeting of shareholders or, if Proposal No. 6 is approved, until his term expires in accordance with his class.		CARY, NC 27512-9903
		For Against Abstain	perforation
	6. To approve amendments to our articles of association, as described in the accompanying proxy statement		the
	7. To approve an increase of the annual premium payable for the directors	For Against Abstain 이 (2008) 19:00 (1) 1988 1999 1000 (1998) 1999 1999 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 10	at
	and officers' insurance.	For Against Abstain
	8. To approve the re-appointment of Kost Forer Gabbay & Kassioner, registered public accounting firm, a member firm of Ernst & Young Global, as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2019 and unfil the Company's next annual general meeting of shareholders, and to authorize the audit committee to fox such accounting firm's compensation.		carefully separate
			Please
			1.
			EVENT #
			CLIENT #
	Authorized Signatures - This section must be completed for your instructions to be executed.
	Please Sign Here	Please Date Above
	Please Sign Here	Please Date Above	Copyright @ 2019 Modiant Communications Inc. All Rights Reserved.

Can-Fite BioPharma Ltd. Instructions to The Bank of New York Mellon, as Depositary (Must be received prior to 12:00 p.m. E.S.T. on December 5, 2019)

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 Securities represented by such Shares of Can-Fite BioPharma Ltd. (the "Company"), registered in the name of the undersigned on the Depositary as of the close
of business on November 4, 2019 at the Annual General Meeting of Shareholders of the Company to be held on December 12, 2019 at 12:00 p.m. (Israel time), at the offices of the Company, located at 10 Bareket Street, Petach Tikva, Israel, and at any adjournments or postponements thereof, in respect of the resolutions specified on the reverse side.

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

NOTE:

- 1. Please direct the Depositary how to vote by placing an X in the box opposite each agenda item.

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(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 27512-9003