convening of meeting false

אקס טי אל ביופרמסוטיקלס בע"מ	2 670
X T L BIOPHARMACEUTICALS LTD
Corporation no: 520039470	4313

	Israel Securities Authority			Tel Aviv Stock Exchange		C460 ( Public )		Reported via MAGNA:	15/06/2025
	www.isa.gov.il			www.tase.co.il				Reference:	2025-02-042498	Time of broadcast: 09:29 09:29

Immediate Report of Meeting

Whether to enable voting via the Voting System Yes

Explanation: Enabling voting via the Voting System is optional for dual-listing companies (including companies incorporated in Israel). Using the Voting System requires the company by law to process all votings made through it.

The corporation hereby gives notice of: convening of meeting

The reference number for the most recent notification of a meeting is _________ which was called for the date _________

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: 13/06/2025

it was decided on convening of meeting extraordinary meeting _________ ,

that will be held on the day Monday on the date : 21/07/2025 time: 16:00

at address: the offices of the Company’s attorneys, Doron Tikotzky Kantor Gutman & Amit Gross, at 7 Metsada

For the Voting System's needs: The last date for voting in the voting system shall be up to _________ hours from the date of convening the meeting

Explanation: If this field is empty the default is six hours.

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

Security number 1085497

Security name XTLB

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: 19/06/2025

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

1

1

The item/decision and its particulars:

To discuss the auditor’s report of our independent registered public accounting firm and audited financial statements for the year ended as of December 31, 2024.

Enable Editing the item/decision and its particulars

Does this require disclosure of any ties or other features of the voting security holder? No

_________

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: Reporting

Majority required _________ _________

2

2

The item/decision and its particulars:

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, 2025, and to authorize the Board of Directors, upon the recommendation of the Audit Committee to determine the auditors’ remuneration to be fixed in accordance with the volume and nature of their services to the Company for such fiscal year.

Enable Editing the item/decision and its particulars

Does this require disclosure of any ties or other features of the voting security holder? No

_________

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 Mr. Alexander Rabinovitch to our Board of Directors for a term expiring at our next annual general meeting of shareholders.

Enable Editing the item/decision and its particulars

Does this require disclosure of any ties or other features of the voting security holder? No

_________

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 our Board of Directors for a term expiring at our next annual general meeting of shareholders.

Enable Editing the item/decision and its particulars

Does this require disclosure of any ties or other features of the voting security holder? No

_________

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 our Board of Directors for a term expiring at our next annual general meeting of shareholders.

Enable Editing the item/decision and its particulars

Does this require disclosure of any ties or other features of the voting security holder? No

_________

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 approve the engagement terms of Mr. Noam Band in his capacity as our Chief Executive Officer.

Enable Editing the item/decision and its particulars

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

Are you a controlling shareholder in the Company, or have a personal interest in the said Proposal, as such terms are defined in the Proxy Statement of the Company?

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 As specified under the section of vote required in the attached proxy statement.

7

7

The item/decision and its particulars:

To approve the grant of 10,000,000 options to Mr. Shlomo Shalev, our Chairman of the Board.

Enable Editing the item/decision and its particulars

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

Are you a controlling shareholder in the Company, or have a personal interest in the said Proposal, as such terms are defined in the Proxy Statement of the Company?

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 As specified under the section of vote required in the attached proxy statement.

8

8

The item/decision and its particulars:

To approve, including for the purpose of Nasdaq Rule §5635(c), a private placement of up to US$1.0 Million in the form of convertible unsecured subordinated debentures pursuant to Rule 506(c) of Regulation D under the Securities Act of 1933, as amended from certain investors, including Interested Parties.

Enable Editing the item/decision and its particulars

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

Are you a controlling shareholder in the Company, or have a personal interest in the said Proposal, as such terms are defined in the Proxy Statement of the Company?

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 As specified under the section of vote required in the attached proxy statement.

Attachment of report of convening meeting: ea024573601-6k_xtlbioEDGAR1_Bannerless_isa.pdf

4. Attached

No wording of the voting letter

No position notification

_________

Yes declaration of candidate to serve as director in corporation.

No declaration of independent director

No declaration of outside director

June_2025_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 Badner St.,Ramat Gan, Israel.

6. Link to the Voting System site: Voting System

Meeting Identifier: _________

Note: 'Meeting Identifier' is the first report's reference number. In the first report this field is empty.

References of previous documents relating to this matter(the reference does not constitute incorporation by reference):
Stock Exchange/Market: NASDAQ CM	Date of revision of form structure: 06/08/2024
Address: HaCharoshet st 5 , Ra'anana 43656   Israel , Tel: 09-9557080 , Fax: 09-9519708
E-mail address: ir@xtlbio.com   Company site: www.xtlbio.com
Previous names of reporting entity: XENOGRAFT TECHNOLOGIES LTD
Name of the Signatory: Kntor Ronen Position of Signatory in the reporting corporation: Attorney/Legal Counsel Name of Employer Company:
Address: abba hillel 12 , ramat gan 5250606 Telephone: 03-6133371 Facsimile: 03-6133372 E-mail: rkantor@dtkgc.com 1