XTL BIOPHARMACEUTICALS LTD.
To:
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:
-
- 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.
-
- 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)
2024 until today : Scodix Ltd
- 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.
-
- 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.
-
- 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 as director/director of a public company.
-
- 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.
-
- I am not a minor, incompetent, and was not declared insolvent.
-
- To this time, I 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 |
Ordinary shares |
|
208,288,887 |
|
23.63 |
23.63 |
27.16 |
27.16 |
| Warrants |
|
80,000,000 |
|
|
|
|
|
| Total: |
|
288,288,887 |
|
|
|
|
|
Below are my stated Holdings:
-
- 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.
-
- I am aware that non-disclosure of information as mentioned above shall be considered as a breach of my fiduciary duty to the Company.
-
- 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: /s/ Alexander Rabinovich
Date: June 11, 2025
XTL BIOPHARMACEUTICALS LTD.
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:
-
- 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.
-
- 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 – 2021-2023
SaverOne – 2020 - Current
-
- 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.
-
- 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.
-
- 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.
-
- 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.
-
- I am not a minor, incompetent, and was not declared insolvent.
-
- 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 |
| Shares |
|
3,409,309 |
|
|
|
|
|
| Options |
|
21,500,000 |
|
|
|
|
|
Below are my stated Holdings:
-
- 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.
-
- I am aware that non-disclosure of information as mentioned above shall be considered as a breach of my fiduciary duty to the Company.
-
- 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: /s/ Shlomo Shalev Date: June [_11_], 2025
XTL BIOPHARMACEUTICALS LTD.
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:
-
- 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.
-
- 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
- B.A. Economics and Accounting. Hebrew University of Jerusalem, Israel
- 2.2. Practice and Professional Experience-
(Job description, employer details, duration of service)
Since 2020 : Independent financial advisor that provide management services, debts restructuring consulting, and board services to public companies in Israel. Currently serves as board member at 7 public companies which trade on TASE.
October 2011 - February 2021 (10 years): CEO of Internet Gold which is publiclytraded 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 Nasdaq 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 November 2021: Board member of Effi Capital real estate, a public company which trade on TASE.
Since October 2019: Board member of Alon Ribua Kahol, one of the largest Israeli holding companies.
Since June 2020: Board member of M.V Investments, Israeli real estate company which raised bonds on TASE.
Since September 2020: Board member of Encore Group Limited, BVI company which raised bonds on TASE.
Since December 2024: Board member of Greystone senior debt, BVI company which raised bonds on TASE.
Since January 2025: Board member of MDG real estate, BVI company which raised bonds on TASE.
Between February 2016 until February 2025: Board member of Klein real estate which its bonds used to be trade on TASE.
Between November 2021 until September 2022: Board member of Erica Carmel, which trade on TASE.
-
- 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.
-
- 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.
-
- 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.
-
- 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.
-
- I am not a minor, incompetent, and was not declared insolvent.
-
- 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.
Below are my stated Holdings:
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 |
| XTL ADR |
3,400 |
|
|
|
|
|
|
| Options |
|
2,000,000 |
|
|
|
|
|
-
- 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.
-
- I am aware that non-disclosure of information as mentioned above shall be considered as a breach of my fiduciary duty to the Company.
-
- 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: /s/ Doron Turgeman
Date: June 11, 2025