convening of meeting false

C460	אקס טי אל ביופרמסוטיקלס בע"מ		2
Public	X T L BIOPHARMACEUTICALS LTD
	4313	Corporation no: 520039470
	Stock Exchange/Market: NASDAQ CM
	1996
	670	HaCharoshet st 5 , Ra'anana 43656 , Israel ,
	Tel: 09-9557080 , Fax: 09-9519708
	E.mail address: ir@xtlbio.com	Reported via MAGNA: 22/03/2016
		Time of broadcast: 13:27 13:15:41
	Company site: www.xtlbio.com	Reference: 2016-02-011571

Israel Securities Authority		Tel Aviv Stock Exchange
www.isa.gov.il		www.tase.co.il

Complementary report for a report sent on date 18/02/2016 whose reference number was 2016-02-030685

Main details added/ completed:

changing the re-election of directors to separate resolutions.

2016-02-030685

Immediate Report of Meeting

Explanation: This form is to be used only by companies which are subject to the Israeli Companies Law 5759-1999

The corporation hereby gives notice of: convening of meeting

The reference number for the most recent notification of a meeting is 2016-02-030685 which was called for the date 24/03/2016

Reason for Postponement or Cancellation: _________ _________

Explanation: Please refer to the reference number of the most recent notification of the convening or deferral of the meeting

1. On the date: 18/02/2016

it was decided on convening of meeting annual meeting _________ ,

that will be held on the day Thursday on the date : 24/03/2016 time: 11:00

at address: 12 Abba Hillel Silver Road, Ramat-Gan, Israel.

2. Details of security in the Stock Exchange that entitles the holder thereof to participate in the meeting

Security number 1085497

Security name אקס טי אלמ"ר 0.1 ש"ח

Security type Share

Explanation: If a meeting concerning more than one security is required, a report on C460 will be made separately for every additional security. Reports that specify additional security numbers must be followed by an amending report

The determining date for entitlement to participate and vote in the meeting: 23/02/2016

3. On the Agenda - Items/Decisions to be raised at the meeting

1

1

The item/decision and its particulars:

To approve the appointment of Kesselman & Kesselman, Israel CPAs, a member firm of PricewaterhouseCoopers International Limited, as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016 and to authorize the Board of Directors to fix such firm’s annual compensation in accordance with the volume and nature of its services.

Does this require disclosure of any ties or other features of the voting security holder? Yes

Existence of personal interest.

Note: Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes. For example, this field may be used to add a question pertaining to issues that require a declaration of personal interest and details of the interest if any.

In the event of a meeting of bondholders

Resolution pertaining to other interests _________

Details of the other interests

_________

Note: Details of the other interest determine which declaration is included in the online voting system. Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes.

Resolution to require holders to provide additional details _________

List of additional details required of holders or the manner in which meetings are convened (in the event of a meeting convened under section 350 of the Companies Law 350):

_________

Note: This field determines which demand for additional details is included in the online voting system. Voters may add text in the field.

No longer on the agenda

Items brought for one of the following: Voting

Majority required simple majority _________

2

2

The item/decision and its particulars:

To re-elect Mr David Bassa to the Board of Directors of the Company for a term expiring at the Company’s next annual general meeting of shareholders.

Does this require disclosure of any ties or other features of the voting security holder? Yes

Existence of personal interest.

Note: Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes. For example, this field may be used to add a question pertaining to issues that require a declaration of personal interest and details of the interest if any.

In the event of a meeting of bondholders

Resolution pertaining to other interests _________

Details of the other interests

_________

Note: Details of the other interest determine which declaration is included in the online voting system. Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes.

Resolution to require holders to provide additional details _________

List of additional details required of holders or the manner in which meetings are convened (in the event of a meeting convened under section 350 of the Companies Law 350):

_________

Note: This field determines which demand for additional details is included in the online voting system. Voters may add text in the field.

No longer on the agenda

Items brought for one of the following: Voting

Majority required simple majority _________

3

3

The item/decision and its particulars:

To re-elect Dr. Jonathan Schapiro to the Board of Directors of the Company for a term expiring at the Company’s next annual general meeting of shareholders.

Does this require disclosure of any ties or other features of the voting security holder? Yes

Existence of personal interest.

Note: Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes. For example, this field may be used to add a question pertaining to issues that require a declaration of personal interest and details of the interest if any.

In the event of a meeting of bondholders

Resolution pertaining to other interests _________

Details of the other interests

_________

Note: Details of the other interest determine which declaration is included in the online voting system. Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes.

Resolution to require holders to provide additional details _________

List of additional details required of holders or the manner in which meetings are convened (in the event of a meeting convened under section 350 of the Companies Law 350):

_________

Note: This field determines which demand for additional details is included in the online voting system. Voters may add text in the field.

No longer on the agenda

Items brought for one of the following: Voting

Majority required simple majority _________

4

4

The item/decision and its particulars:

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

Does this require disclosure of any ties or other features of the voting security holder? Yes

Existence of personal interest.

Note: Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes. For example, this field may be used to add a question pertaining to issues that require a declaration of personal interest and details of the interest if any.

In the event of a meeting of bondholders

Resolution pertaining to other interests _________

Details of the other interests

_________

Note: Details of the other interest determine which declaration is included in the online voting system. Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes.

Resolution to require holders to provide additional details _________

List of additional details required of holders or the manner in which meetings are convened (in the event of a meeting convened under section 350 of the Companies Law 350):

_________

Note: This field determines which demand for additional details is included in the online voting system. Voters may add text in the field.

No longer on the agenda

Items brought for one of the following: Voting

Majority required simple majority _________

5

5

The item/decision and its particulars:

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

Does this require disclosure of any ties or other features of the voting security holder? Yes

Existence of personal interest.

Note: Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes. For example, this field may be used to add a question pertaining to issues that require a declaration of personal interest and details of the interest if any.

In the event of a meeting of bondholders

Resolution pertaining to other interests _________

Details of the other interests

_________

Note: Details of the other interest determine which declaration is included in the online voting system. Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes.

Resolution to require holders to provide additional details _________

List of additional details required of holders or the manner in which meetings are convened (in the event of a meeting convened under section 350 of the Companies Law 350):

_________

Note: This field determines which demand for additional details is included in the online voting system. Voters may add text in the field.

No longer on the agenda

Items brought for one of the following: Voting

Majority required simple majority _________

6

6

The item/decision and its particulars:

To re-elect Dr. Dobroslav Melamed to the Board of Directors of the Company for a term expiring at the Company’s next annual general meeting of shareholders.

Does this require disclosure of any ties or other features of the voting security holder? Yes

Existence of personal interest.

Note: Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes. For example, this field may be used to add a question pertaining to issues that require a declaration of personal interest and details of the interest if any.

In the event of a meeting of bondholders

Resolution pertaining to other interests _________

Details of the other interests

_________

Note: Details of the other interest determine which declaration is included in the online voting system. Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes.

Resolution to require holders to provide additional details _________

List of additional details required of holders or the manner in which meetings are convened (in the event of a meeting convened under section 350 of the Companies Law 350):

_________

Note: This field determines which demand for additional details is included in the online voting system. Voters may add text in the field.

No longer on the agenda

Items brought for one of the following: Voting

Majority required simple majority _________

7

7

The item/decision and its particulars:

To approve the compensation of Mr. Shlomo Shalev, Chairman of the Board, consisting of a monthly cash payment and options to purchase 1,500,000 ordinary shares of the Company, par value NIS 0.1 each, for an exercise price of NIS 0.60 per share. Such compensation is contingent on Mr. Shalev’s reelection to the Board of Directors.

Does this require disclosure of any ties or other features of the voting security holder? Yes

Existence of personal interest.

Note: Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes. For example, this field may be used to add a question pertaining to issues that require a declaration of personal interest and details of the interest if any.

In the event of a meeting of bondholders

Resolution pertaining to other interests _________

Details of the other interests

_________

Note: Details of the other interest determine which declaration is included in the online voting system. Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes.

Resolution to require holders to provide additional details _________

List of additional details required of holders or the manner in which meetings are convened (in the event of a meeting convened under section 350 of the Companies Law 350):

_________

Note: This field determines which demand for additional details is included in the online voting system. Voters may add text in the field.

No longer on the agenda

Items brought for one of the following: Voting

Majority required not a simpe majority _________

8

8

The item/decision and its particulars:

To approve the grant of options to purchase 1,000,000 ordinary shares of the Company, NIS 0.1 par value each, for an exercise price of NIS 0.60 per share to Mr. Josh Levine, the Company’s Chief Executive Officer, as set forth in the notice of the Meeting.

Does this require disclosure of any ties or other features of the voting security holder? Yes

Existence of personal interest.

Note: Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes. For example, this field may be used to add a question pertaining to issues that require a declaration of personal interest and details of the interest if any.

In the event of a meeting of bondholders

Resolution pertaining to other interests _________

Details of the other interests

_________

Note: Details of the other interest determine which declaration is included in the online voting system. Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes.

Resolution to require holders to provide additional details _________

List of additional details required of holders or the manner in which meetings are convened (in the event of a meeting convened under section 350 of the Companies Law 350):

_________

Note: This field determines which demand for additional details is included in the online voting system. Voters may add text in the field.

No longer on the agenda

Items brought for one of the following: Voting

Majority required not a simpe majority _________

Attachment of report of convening meeting: XTLB_AGM_180216_isa.pdf

4. Attached

Yes wording of the voting letter

No position notification

XTLB_AGM_Exhibit_1_EGM_Proxy_Card_1822016_isa.pdf

Yes declaration of candidate to serve as director in corporation.

No declaration of independent director

No declaration of outside director

Directors_declaration_XTL_isa.pdf

5. The place and the times at which it is possible to examine any proposed decision the wording of which was not presented in full in the specification of the agenda above

The Notice of the Meeting and the Proxy Form is available for the public at the Israel Securities Authority's site: www.magna.isa.gov.il and at the Company's office at 5 HaCharoshet St, Raanana 436560

6. Link to the Voting System site: Voting System

References of previous documents relating to this matter(the reference does not constitute incorporation by reference):

Previous names of reporting entity: XENOGRAFT TECHNOLOGIES LTD

Date of revision of form structure: 03/03/2016

Name of the Signatory: : Kntor Ronen , Position of Signatory in the reporting corporation: Legal Adviser , Name of Employer Company: .

Abba Hillel Silver Rd 12 Ramat Gan 5250606 Telephone: 03-6133371 , Facsimile: 03-6133372 , E-mail: rkantor@kantor-law.com 2