XTL Biopharmaceuticals Ltd. — Proxy Solicitation & Information Statement 2024

Jun 12, 2024

XTL Biopharmaceuticals Ltd.

PROXY FOR THE ANNUAL AND EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON JULY 22, 2024

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

The undersigned hereby appoints Shlomo Officer, attorney, agent and proxy of the undersigned, with full power of substitution to each of them, to represent and o vote on behalf of the undersigned all the ordinary shares in XTL Biopharmaceuicals Ltd. (the undersigned is entiled to vote at the annual and extraodinary general meeting") to be hed at the offices of the Company's attomeys, Doron Tikoziy Kanto Gutman & Amit Gross, at 7 Mesada St, B.S.R. Tover 4, Brace, on July 22, 2024 at 15:00 PM (Issael time), and at any adjoumments or postporements hereof, upon the following matters, which are more fully described in the extraordinary General Meeting of Shareholders (the "Notice") and pover stating to the Annual Meeting (the "Proxy Statement").

The undersigned acknowledges receipt of the Notice of the Company relating to the Annual 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 undersigned. If no direction is made with respect to any matter, this Proxy vill 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 AND EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF XTL RIOPHARMACEUTICALS LTD.

July 22, 2024, 15:00 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 appoint Somekh Chaikin, Certified Public Accountants in Israel and a member firm of KPMG as the Company's independent auditors for the fiscal year ending December 31, 2023.

FOR	AGAINST	ABSTAIN

1. To re-elect Alexander Rabinovitch to the Company's Board of Directors for a term expiring at the Company's next annual general meeting of shareholders.

FOR	AGAINST	ABSTAIN

1. To re-elect Shlomo Shalev to the Company's Board of Directors for a term expiring at the Company's next annual general meeting of shareholders.

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

1. To re-elect Doron Turgeman to the Company's Board of Directors for a term expiring at the Company's next annual general meeting of shareholders.

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

1. To approve the terms and provision of The Social Proxy Ltd. ("Shcial Proxy"), as more fully detailed in the Commany's Form (-K dated June 5. 2024 (the "Transaction") which includes (a) the shareholders of Social Proxy such number of ADS's of the Company which represent 4.6% of the issued and outstanding share capital of the Company and (b) the payment of US\$430,000 in cash to the shareholders of Social Proxy.

FOR AGAINST ABSTAIN ロ ロ

Are you a controlling shareholder of the Company, or do you have a personal interest in the Transaction, other than a personal interest unrelationships with a controlling shareholder of the Company? Please note: If you do not mark either Yes or No. your shares will ad be voted for this proposal.

YES No

6 To approve the consummation of the Company and to authorize, empower and direct Chief Executive Officer of the name and on behalf of the Company, to take or cause to be taken any and to prepare, excute, deliver and file, or cause to be prepared, executed, delivered and filed any documents and such other statements, consents, documents, agreements, certificates, in the name of and on behalf of the Company as he shall in his judgment, with the advice of counsel, determine to be necessary, proper or desirable to carry out fully the intent and purposes of the foregoing resolutions in order to consummate the transactions contemplated by the "Consummation").

			FOR		AGAINST		ABSTAIN
	for this proposal.						Are you a controlling shareholder of the Company, or do you have a personal interest in the Transaction, other than a personal interest unrelated to relations with a controlling shareholder of the Company? Please note: If you do not mark will not be voted
			D	YES		No □
	general meeting of shareholders.						7. To elect, conditional upon the Consummation, Tal Klinger to the Company's Board of Directors for a term expiring at the Company's next annual
		□	FOR	■	AGAINST		ABSTAIN
	general meeting of shareholders.						To elect, conditional upon the Consumation of the Red to the Company's Board of Directors for a term expring at the Company's next annual
		■	FOR	П	AGAINST		ABSTAIN
thereof.							In their discretion, the proxies are authorized to vote matters as may properly come before the Amual Meeting or any adjourment or postporement
			Date:	2024			2024 Date
SIGNATURE						SIGNATURE

Please sign exchy as your name appears on this Proxy. When signing as executor, administrator, truste or guardian, please give full 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.

Exhibit 99.3 1

Annual and Extraordinary General Meeting of Shareholders of XTL Biopharmaceuticals Ltd. July 22, 2024 Date: See Voting Instruction On Reverse Side. Please make your marks like this: Use pen only		Annual and Extraordinary General Meeting of Shareholders of XTL Biopharmaceuticals Ltd. to be Held on July 22, 2024 for Holders as of June 24, 2024 ←
Annual and Extraordinary General Meeting of Shareholders: 1. To appoint Somekh Chaikin, Certified Public Accountants in Israel and a member firm of KPMG as the Company's independent auditors for the fiscal year ending December 31, 2023. 2. To re-elect Alexander Rabinovitch to the Company's Board of Directors for a term expiring at the Company's next annual general meeting of shareholders. 3. To re-elect Shlomo Shalev to the Company's Board of Directors for a term expiring at the Company's next annual general meeting of shareholders. 4. To re-elect Doron Turgeman to the Company's Board of Directors for a term expiring at the Company's next annual general meeting of shareholders. 5. To approve the terms and provisions of the acquisition of The Social Proxy Ltd. ("Social Proxy"), as more fully detailed in the Company's Form 6-K dated June 5, 2024 (the "Transaction") which includes (a) the issuance to the shareholders of Social Proxy such number of ADS's of the Company which represent 44.6% of the issued and outstanding share capital of the Company and (b) the payment of US\$430,000 in cash to the shareholders of Social Proxy. Are you a controlling shareholder of the Company, or do you have a personal interest in the approval of terms and provisions of the 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 this proposal. To approve the consummation of the Transaction by the Company and to authorize, empower and direct Chief Executive Officer of the Company, in the name and on behalf of the Company, to take or cause to be taken any and all such further actions and to prepare, execute, deliver and file, or cause to be prepared. executed, delivered and filed any documents and such other reports, schedules, statements, consents, documents, agreements, certificates, undertakings in the name of and on behalf of the Company as he shall in his judgment, with the advice of counsel, determine to be necessary, proper or desirable to carry out fully the intent and purposes of the foregoing resolutions in order to consummate the	For Against Abstain No For Against Abstain 1	at the perforation and return just this portion in the envelope provided. MAIL · Mark, sign and date your Voting Instruction Form. · Detach your Voting Instruction Form. · Return your Voting Instruction Form in the postage-paid envelope provided. All votes must be received by 12:00 p.m. E.S.T. on July 16, 2024 PROXY TABULATOR FOR XTL BIOPHARMACEUTICALS LTD. P.O. BOX 8016 CARY, NC 27512-9903
transactions contemplated by the Transaction (the "Consummation"). 6. Are you a controlling shareholder of the Company, or do you have a personal interest in the approval of Consummation of the 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 this proposal. 7. To elect, conditional upon the Consummation of the Transaction, Tal Klinger to the Company's Board of Directors for a term expiring at the Company's next annual general meeting of shareholders. 8. To elect, conditional upon the Consummation of the Transaction, Yair Redl to the Company's Board of Directors for a term expiring at the Company's next annual general meeting of shareholders.	Yes No For Against Abstain	separate carefully Please ← EVENT #
Authorized Signatures - This section must be completed for your instructions to be executed. Please Sign Here Please Sign Here	Please Date Ahova Please Date Above	CLIENT # Copyright @ 2024 Mediant Communications Inc. All Rights Reserved

XTL Biopharmaceuticals Ltd.

Instructions to The Bank of New York Mellon, as Depositary (Must be received prior to 12:00 p.m. E.S.T. on July 16, 2024)

The undersigned Holder of American Depositary Receipts ("ADRs") hereby acknowledges receipt of a Notice to Holders from the Depositary and 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 number of shares or other Deposited Securities represented by such ADRs of XTL Biopharmaceuticals Ltd. (the "Company") registered in the name of the undersigned on the books of the Depositary as of the close of business, June 24, 2024 at the Annual and Extraordinary General Meeting of Shareholders of the Company, to be held on July 22, 2024 at 15:00 p.m. (Israel time), at the offices of the Company's attorneys, Doron Tikotzky Kantor Gutman & Amit Gross, at 7 Metsada St., B.S.R Tower 4, Bnei Brak, Israel, or at any adjournment thereof, in respect to the resolutions specified on the reverse side.

NOTE:

• 1. Please direct the Depositary how it is to vote by placing "X" in the appropriate box opposite each
     agenda item.
• 1. This voting Instruction Card, when properly executed and returned, will be a request othe Depositary
     to vote or cause to be voted the shares or other Deposited Securities
• 1. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the shares or other
     Deposited Securities, other than in accordance with such in

To review materials for the meeting, please visit: www.xtlbio.com

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

XTL BIOPHARMACEUTICALS LTD. PROXY TABULATOR FOR CARY, NC 27512-9903 P.O. Box 8016