Can-Fite BioPharma Ltd.

Proxy Solicitation & Information Statement • Jan 14, 2023

CAN-FITE BIOPHARMA LTD.

PROXY FOR THE SPECIAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON FEBRUARY 21, 2023

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

The undersigned hereby appoints Ilan Cohn, China Fishman, Chief Executive Officer and each of them, attorneys, agents and proxies of the undersiged, with full power of substitution to enresent and to vote on behalf of the undersigned all the ordinary shares in Can-Fite BioPhama Ltd. (the "Company") which the undersigned is entitled to vote at the Special Mecing of Shareholders (the "Special Mecing") to be held at the offices of the Company, 10 Barcket Street, Petach Tikea, Israel, on Tuesday, February 21, 2023 at 3:00 P.M. (Israel time), and at any adjournments thereof, upon the following matters, which are more filly described in the Notice of Special Mecting of Shareholders (the "Notice") and Proxy Statement relating to the Special Metting ("Proxy Statement").

The undersigned acknowledges receipt of the Notice and Proxy Statement of the Special 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 Poxy, when properly exceuted, 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)

SPECIAL GENERAL MEETING OF SHAREHOLDERS OF CAN-FITE BIOPHARMA LTD.

February 21, 2023, 3:00 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 極

1. To approve a reneved version of the Compensation Policy, in accordance with the requirements of the Israeli Companies Law 5759-1999, a copy of which is attached as Annex A in the accompanying proxy statement.

	FOR		A C A TRICT ATAILYSI		DETATN ADSTAILY
--	-----	--	-------------------------	--	--------------------	--

Are you a controlling shareholder in the Company, or have a personal interest in the said Proposal, as such terms are defined in the Company? Please note: If you do not mark either Yes or No, your shares will not be voted for this Proposal.

ロ YES ロ NO

1. 1,250,000,000 divided into 5,000,000,000 ordinary shares with no par value, and to amend the Company's articles of association accordingly.

FOR AGAINST ABSTAIN ロ

In their discretion, the posies are authorized to voter matters as may properly come before the Special Meeting or any adjournment thereof.

	Salar	AAAA - Share				2023
SIGNATI IPE IKH			CICLE TA TOLED T	K

Please sign exactly as your name appears on this Proxy. When signing as excutor, as excutor, administrator, truste or guardian, please give fill title as such. If the signed is a corporate name by duly authorized officer, giving fill title as such. If signer is a partnership, please sign in partnership name by authorized person.

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Special General Meeting of Shareholders of Can-Fite BioPharma Ltd. February 21, 2023 Date: See Voting Instructions On Reverse Side. Please make your marks like this: Use pen only		Special General Meeting of Shareholders of Can-Fite BioPharma Ltd. to be Held on February 21, 2023 for Holders as of January 19, 2023
		个
1. To approve a renewed version of the Company's Compensation Policy, in accordance with the requirements of the Israeli Companies Law 5759- 1999, a copy of which is attached as Annex A in the accompanying proxy statement.	For Against Abstain Yes No	MAIL · Mark, sign and date your Voting Instruction Form. · Detach your Voting Instruction Form.
1A. Are you a controlling shareholder in the Company, or have a personal interest in the said Proposal, as such terms are defined in the Proxy Statement of the Company? Please note: If you do not mark either Yes or No, your shares will not be voted for this Proposal.	For Against Abstain	· Return your Voting Instruction Form in the postage-paid envelope provided.
2. To approve the cancelation of the par value of the Company's ordinary shares, such that the Company's authorized share capital will be equal to NIS 1,250,000,000 divided into 5,000,000,000 ordinary shares with no par value, and to amend the Company's articles of association accordingly.		All votes must be received by 12:00 p.m. E.S.T. on February 16, 2023
		PROXY TABULATOR FOR CAN-FITE BIOPHARMA LTD. P.O. BOX 8016 CARY, NC 27512-9903
		Please separate carefully at the perforation and return just this portion in the envelope provided.
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		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 @ 2023 Mediant Communications Inc. All Rights Reserved.
22199 Can-Fite BioPharma Ltd VIF.indd 1			1/13/2023 8:44:42 AM

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 February 16, 2023)

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 books of the Depositary as of the close of business on January 19, 2023 at the Special General Meeting of Shareholders of the
Company to be held on February 21, 2023, 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. 2. It is understood that, if this form is signed and returned but no instructions are indicated in the boxes,
     then a discretionary proxy will be given to a person design
• that a dobre in be girds of problem assignation on other legally.
• If no voting instrumer of the Depositary for be her he very in one because no voting instructions and mo

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

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

22199 Can-Fite BioPharma Ltd VIF.indd 22

1/13/2023 8:44:43 AM