XTL Biopharmaceuticals : Immediate Report of Meeting

ANNUAL GENERAL MEETING OF SHREHOLDERS OF

XTL BIOPHARMACEUTICALS LTD.

February 23, 2023, 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

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, 2022.

FOR

AGAINST

ABSTAIN

2. To re-elect Alexander Rabinovitch to the Company's Board of Directors for a term expiring at the Company's next Annual Meeting.

FOR

AGAINST

ABSTAIN

3. To re-elect Dr. Jonathan Schapiro to the Company's Board of Directors for a term expiring at the Company's next Annual Meeting.

FOR

AGAINST

ABSTAIN

4. To re-elect Shlomo Shalev to the Company's Board of Directors for a term expiring at the Company's next Annual Meeting.

FOR

AGAINST

ABSTAIN

5. To re-elect Doron Turgeman to the Company's Board of Directors for a term expiring at the Company's next Annual Meeting.

FOR

AGAINST

ABSTAIN

6. To re-elect Dr. Dobroslav Melamed to the Company's Board of Directors for a term expiring at the Company's next Annual Meeting.

FOR

AGAINST

ABSTAIN

7. To re-elect Ms. Iris Shapira Yalon to hold office as an external director of the Company, commencing on February 23, 2023 for a period of three (3) years, until February 23, 2026.

FOR

AGAINST

ABSTAIN

2

Are you a controlling shareholder of the Company, or do you have a personal interest in the approval of Mrs. Iris Shapira Yalon's reelection 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.

Yes

No

8. To approve that Ms. Iris Shapira Yalon non-executive director, shall receive a grant of 150,000 options as described in the proxy statement.

FOR

AGAINST

ABSTAIN

Are you a controlling shareholder of the Company, or do you have a personal interest in the approval of Mrs. Iris Shapira Yalon's equity remuneration 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.

YES

NO

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: ________, 2023	Date_________, 2023
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.

3

Exhibit 99.3