EX-99.2 3 ea027270801ex99-2_xtlbio.htm PROXY CARD FOR HOLDERS OF ORDINARY SHARES WITH RESPECT TO THE COMPANY'S EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

Exhibit 99.2

 

XTL Biopharmaceuticals Ltd.

 

PROXY FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON FEBRUARY 17, 2026 

 

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

 

The undersigned hereby appoints Noam Band, Chief Executive Officer, attorneys, agents and proxies of the undersigned, with full power of substitution to each of them, to represent and to vote on behalf of the undersigned all the ordinary shares in XTL Biopharmaceuticals Ltd. (the “Company”) which the undersigned is entitled to vote at the Extraordinary General Meeting of Shareholders (the “Extraordinary Meeting”) to be held at the offices of the Company’s attorneys, Amit, Pollak, Matalon & Co., at APM House, 18 Raoul Wallenberg St., Building D, 6th floor, Ramat Hachayal, Tel Aviv, Israel on Tuesday February 17, 2026 at 4:00 p.m. (Israel time), and at any adjournments or postponements thereof, upon the following matters, which are more fully described in the Notice of an Extraordinary General Meeting of Shareholders (the “Notice”) and Proxy Statement relating to the Extraordinary Meeting (“Proxy Statement”).

 

The undersigned acknowledges receipt of the Notice of the Extraordinary General Meeting of Shareholders and Proxy Statement of the Company relating to the 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 manner directed herein by the undersigned. If no direction is made with respect to any matter, this Proxy will 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)

 

 

 

 

EXTRAODINARY GENERAL MEETING OF SHREHOLDERS OF

XTL BIOPHARMACEUTICALS LTD.

 

February 17, 2026, 4:00 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 increase the Company’s authorized share capital by 1,450,000,000 shares, such that following the increase, the authorized share capital will consist of a total of 2,900,000,000 ordinary shares, NIS 0.1 nominal value each, and to amend the Company’s Articles of Association accordingly.

 

  ☐ for ☐ against ☐ abstain

 

  2. To re-elect Ms. Ms. Iris Shapira Yalon to hold office as an external director of the Company, effective as of January 29, 2026 for a period of three (3) years, until January 29, 2029.

 

  ☐ for ☐ against ☐ abstain

 

  3. To approve, including for the purpose of Nasdaq Rule §5635(c), the Private Placement of up to US$2.0 Million from certain investors, including officers and directors of the Company and an Interested Party, to be funded conditional upon the consummation of the Transaction, as detailed in the Company’s Form 6-K filed with the SEC on January 13, 2026.

 

  ☐ for ☐ against ☐ abstain

 

PLEASE NOTE that by signing and submitting this proxy card, you declare that you have no personal interest in Proposal 2, at this Extraordinary General Meeting of the Shareholders, except for a personal interest of which you have notified the Company about in writing, as required under the Israeli Companies Law, 5759-1999. For further information, please see the accompanying proxy statement.

 

In their discretion, the proxies are authorized to vote upon such other matters as may properly come before the Extraordinary Meeting or any adjournment or postponement thereof.

 

    Date: ________, 2026       Date_________, 2026
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.