XTL Biopharmaceuticals Ltd. — Proxy Solicitation & Information Statement 2016

Feb 18, 2016

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Proxy Card – Part One

In accordance with Regulation 7 of the Israeli Companies Regulations (written voting and position statements), 2005 (the " Regulations ").

Company Name	XTL Biopharmaceuticals Ltd. (the “Company”)
Type of meeting	An Annual General Meeting of Company Shareholders ("Meeting")
Time and place ofmeeting:	At the offices of the Company's attorneys, Doron Tikotzky KantorGutman Cederboum & Co., at 12 Abba Hillel Silver Road, Ramat-Gan,Israel, on Thursday, March 24, 2016, at 11:00AM (Israel StandardTime).
Subjects on theagenda:	1.To approve the appointment of Kesselman & Kesselman,Israel CPAs, a member firm of PricewaterhouseCoopersInternational Limited, as the Company’s independentregistered public accounting firm for the fiscal year endingDecember 31, 2016 and to authorize the Board ofDirectors to fix such firm’s annual compensation inaccordance with the volume and nature of its services.2.To re-elect Messrs. David Bassa, Dr. Jonathan Schapiro,Shlomo Shalev, Doron Turgeman and Dr. DobroslavMelamed to the Board of Directors of the Company, eachfor a term expiring at the Company’s next annual generalmeeting of shareholders.3.To approve the compensation of Mr. Shlomo Shalev,Chairman of the Board, consisting of a monthly cashpayment and options to purchase 1,500,000 ordinaryshares of the Company, par value NIS 0.1 each, for anexercise price of NIS 0.60 per share. Such compensationis contingent on Mr. Shalev’s reelection to the Board ofDirectors.4.To approve the grant of options to purchase 1,000,000ordinary shares of the Company, NIS 0.1 par value each,for an exercise price of NIS 0.60 per share to Mr. JoshLevine, the Company’s Chief Executive Officer, as setforth in the notice of the Meeting.
The version of each ofthe proposedresolutions:	1.To approve the appointment of Kesselman & Kesselman,Israel CPAs, a member firm of PricewaterhouseCoopersInternational Limited, as the Company’s independentregisteredpublic accountingfirm for the fiscalyear ending

	December 31, 2016 and to authorize the Board ofDirectors to fix the compensation of such independentauditors in accordance with the volume and nature of itsservices.2.To elect Messrs. David Bassa, Dr. Jonathan Schapiro,Shlomo Shalev, Doron Turgeman and Dr. DobroslavMelamed to hold office as directors in the Company,commencing on the date of the Meeting and until the nextAnnual General Meeting of Shareholders.3.To grant to Mr. Shlomo Shalev, as the Chairman of theBoard , the monetary remuneration as set forth in thenotice of the Meeting and the equity remuneration of1,500,000 non-tradable stock options exercisable into1,500,000 ordinary shares of the Company, NIS 0.1 parvalue each, for an exercise price of NIS 0.60 per share.4.To approve the grant to Mr. Josh Levine, Company’sChief Executive Officer, of 1,000,000 non-tradable stockoptions, exercisable into 1,000,000 ordinary shares of theCompany, NIS 0.1 par value each, for an exercise price ofNIS 0.60 per share.
Location and time forreviewing thecomplete version ofthe proposedresolutions:	The documents pertaining to this Meeting may be reviewed at theCompany's offices at 5 HaCharoshet St, Raanana 4365603, Israel,during regular office hours and by making an appointment at +972-9-9557080.
The required majorityto pass a resolution atthe meetings for eachof the subjects on theagenda:	Each of resolutions 1 and 2 above, pursuant to the Companies Law,requires the affirmative vote of simple majority of shares present at theMeeting in person or by proxy and voting thereon.Each of resolutions 3 and 4 above, pursuant to the Companies Law,requires the affirmative vote of simple majority of shares present at theMeeting in person or by proxy and voting thereon, and as long as one offollowing conditions is met:a. The majority of shares that voted for the approval of therespective resolution includes at least majority of the sharesheld by non-controlling and non-interested shareholders votedat the Meeting (excluding abstain votes); orb. The total number of shares of non-controlling and non-interested shareholders that voted against the approval if therespective resolution does not exceed two percent (2%) of theaggregate votingrights in the Company.

Validity of the proxycard:	The Company's shareholders are entitled to participate and vote in theMeeting by themselves or through a legally certified agent. Thedocument certifying the agent to vote (the "Letter of Appointment") anda power of attorney by virtue of which the Letter of Appointment wassigned (if any) will be deposited with the Company's attorneys at least72 hours before the Meeting begins.
Address forsubmitting proxycards and positionstatements:	Offices of the Company's Attorneys:Doron Tikotzky Kantor Gutman Cederboum & Co., at 12 Abba HillelSilver Road, Ramat-Gan, Israel.orCompany Headquarters:5 HaCharoshet St, Raanana 4365603, Israel.
The last date forsubmitting positionstatements to theCompany and the lastdate for submitting theBoard of Directors'response to thePosition statements:	The last date for submitting position statements is March 14, 2016.The last date for submitting the Board of Directors' response to theposition statements is March 19, 2016.
The addresses of thedistribution websiteand internet website ofthe TASE where theproxy cards andposition statements areavailable	A copy of the proxy card can be downloaded from the TASE website(www.tase.co.il)orfromthedistributionwebsite(www.magna/isa.gov.il). Additionally, a shareholder is entitled toapproach the Company directly (through Adv. Doron Tikotzky KantorGutman Cederboum & Co.) and receive from it the proxy card form.
Receipt of a proof ofownership:	A shareholder is entitled to receive the proof of ownership at the branchof the member of TASE or by post, if so requested, whereas, such arequest shall be given in advance to a specific securities account.
Link to the proxy cardform:	A non-registered shareholder is entitled to receive free of charge byemail a link to the proxy card form and position statements on thedistribution website from the member of the stock exchange throughwhom his stock is held, unless he notified the Company and/or theStock Exchange that he is not interested in receiving a link asaforementioned, and that he is interested in receiving the proxy card bypost in return for payment; a shareholder's notice with regard to proxycards shall apply also to the receipt of position statements.
Reviewing the proxycards:	One or more shareholders holding shares at a rate that constitutes fivepercent or more of the total voting rights in the Company, and alsoanyone holding an aforementioned rate from the total voting rights thatare not held bya controllingshareholder in theCompanyin accordance

	with its definition in Article 268 of the Israeli Companies Law, 1999, isentitled to review the proxy cards after the convening of the generalmeeting at the Company's registered offices during the regular workinghours, after he has proven his right to do so, and has also stated thenumber of shares which constitute the aforementioned five percent.
The vote:	A shareholder shall state his vote regarding each of the subjects on theagenda on a form that constitutes the second part of the proxy card. Theproxy cards shall be submitted to the Company offices no later than onTuesday, March 22, 2016 until 11:00AM (Israel Standard Time).

Proxy Card –Part Two

In accordance with Regulation 5(a) of the Israeli Companies Regulations (voting in writing and position statements) 2005 (the "Regulations" )

Company name

XTL Biopharmaceuticals Ltd.

Company address (for submitting and sending proxy cards)

5 HaCharoshet St, Raanana 4365603, Israel.

Company number 520039470 Date & time of meeting March 24, 2016. At 11:00AM Israel Standard Time. Type of meeting An annual general meeting of Company Shareholders Record date: February 23, 2016 at the end of the trading day.

Details of the shareholder Name of the shareholder I.D. number Passport number (if does not have an Israeli I.D.)

Country issued Valid until

Corporation Number (if the shareholder is a corporation) Country of incorporation The vote

Subject on the agenda	The Vote1	The Vote1		Existence ofpersonal interest	Existence ofpersonal interest
	For	Against	Abstain	Yes	No
1. To approve the appointment ofKesselman & Kesselman, IsraelCPAs,amemberfirmofPricewaterhouseCoopersInternationalLimited,asthe

Company’s independent registeredpublic accounting firm for the fiscalyear ending December 31, 2016 andto authorize the Board of Directorstofixsuchfirm’sannualcompensation in accordance withthe volume and nature of itsservices.
2.1 To re-elect David Bassa to theCompany’s Board of Directors for aterm expiring at the Company’s nextannualgeneralmeetingofshareholders.
2.2 To re-elect Dr. Jonathan Schapiro tothe Company’s Board of DirectorsforatermexpiringattheCompany’s next annual generalmeeting of shareholders.
2.3 To re-elect Shlomo Shalev to theCompany’s Board of Directors for aterm expiring at the Company’s nextannualgeneralmeetingofshareholders.
2.4 To re-elect Doron Turgeman to theCompany’s Board of Directors for aterm expiring at the Company’s nextannualgeneralmeetingofshareholders.
2.5 To re-elect Dobroslav Melamed tothe Company’s Board of DirectorsforatermexpiringattheCompany’s next annual generalmeeting of shareholders.
3. To approve the compensation of Mr.Shlomo Shalev, Chairman of theBoard, consisting of a monthly cashpayment and options to purchase1,500,000 ordinary shares as setforth in the notice of the Meeting.

1. To approve the grant of options to purchase 1,000,000 ordinary shares to Mr. Josh Levine, the Company’s Chief Executive Officer, as set forth in the notice of the Meeting.

Date

Signature

_______________________ 1 No markings shall be considered abstention from voting on that subject. *Erase the irrelevant