Entera Bio Ltd

Proposal One asks shareholders to approve an amendment to Entera’s 2018 Equity Incentive Plan that would add 13,937,915 Ordinary Shares to the plan’s available share pool. The requested increase follows the Company’s July 2026 private placement, which substantially increased its outstanding share capital and financial resources. Management also points to the proposed one-time equity awards for four senior executives as a significant use of equity capacity. Entera states that only 3,087,230 shares remained available under the plan as of September 14, 2026, representing approximately 1.78% of outstanding shares. The Board argues that the existing pool is insufficient for anticipated hiring, retention and incentive needs as the Company advances EB613 into a Phase 3 registrational program. The additional pool is also intended to support competitive equity grants and align employees, officers, directors and consultants with shareholders through ownership opportunities. The amendment preserves the plan’s evergreen provision and records prior one-time increases approved in 2022, 2024 and July 2026. The proposal is a management-sponsored equity-plan authorization and is connected to the financing-related Supported Proposals. The Board unanimously recommends a vote FOR.

Proposal Two asks shareholders to approve a one-time equity award for CEO and director Miranda Toledano. The award consists of 3,351,790 options and 3,351,790 RSUs, allocated equally between the two forms. The options would have a $2.96 exercise price, vest over three years and expire on September 16, 2036, subject to earlier termination under the plan or award agreement. The RSUs would vest in four quarterly installments over one year, with full acceleration for both award types upon a qualifying Change in Control if Ms. Toledano remains in service. The award was contemplated by the Securities Purchase Agreement associated with the approximately $275 million July 2026 Private Placement. Its stated purpose is to restore the CEO’s fully diluted ownership to the 4.57% level held immediately before the financing. Management argues that a meaningful long-term equity holding is needed to retain and motivate the CEO through the Phase 3 EB613 program, pipeline development and capital deployment. Approval is required under the Israeli Companies Law because the grant concerns an office holder’s compensation and is subject to a Special Majority. The grant is also conditioned on approval of Proposal One and filing of a Form S-8 registration statement. The Board recommends a vote FOR.

Proposal Three asks shareholders to approve a one-time equity award for CFO Dana Yaacov-Garbeli. The award consists of options to purchase 1,595,260 Ordinary Shares at an exercise price of $2.96 per share. The options would vest over three years, with one-third vesting on September 16, 2027 and the remainder vesting quarterly through September 16, 2029. If Ms. Yaacov-Garbeli remains in service through a qualifying Change in Control, all unvested options would accelerate and become exercisable. The award was approved by the Compensation Committee and Board on September 16, 2026 after the financing closed and the relevant ownership calculation could be completed. Management states that the grant is designed to restore the CFO’s fully diluted ownership to 1.09%, her pre-Private Placement percentage. The award is part of the financing-related Top-up Grants and Purchasers agreed to vote their beneficially owned shares in favor of the Supported Proposals. Approval is required under the Israeli Companies Law for the compensation of an office holder and requires a Special Majority where applicable. The grant is conditioned on approval of the plan share increase and a Form S-8 registration statement. The Board recommends a vote FOR.

Proposal Four asks shareholders to approve a one-time equity award for COO Hillel Galitzer. The award consists of options to purchase 1,950,925 Ordinary Shares at an exercise price of $2.96 per share. The options would vest over three years, beginning with one-third on September 16, 2027 and continuing through quarterly installments ending September 16, 2029. The award includes full acceleration of unvested options upon a qualifying Change in Control if Mr. Galitzer continues providing services. The grant was approved by the Compensation Committee and Board on September 16, 2026 following the closing of the Private Placement. Management states that the award would restore Mr. Galitzer’s fully diluted ownership to 1.33%, matching his ownership percentage immediately before the financing. The Company describes the grant as a retention and incentive mechanism intended to align the COO with long-term shareholder value. The proposal is subject to approval of the 2018 Plan amendment and filing of a Form S-8 registration statement. Because it concerns an office holder’s compensation, Israeli law requires shareholder approval and potentially a Special Majority. The Board recommends a vote FOR.

Proposal Five asks shareholders to approve a one-time equity award for Chief of Research and Development Gregory Burshtein. The award consists of options to purchase 1,540,754 Ordinary Shares at an exercise price of $2.96 per share. The options would vest over three years, with one-third vesting on September 16, 2027 and the balance vesting in quarterly installments through September 16, 2029. All unvested options would accelerate upon a qualifying Change in Control if Mr. Burshtein remains in service at closing. The award was approved by the Compensation Committee and Board on September 16, 2026 after the Private Placement closed. The stated objective is to restore Mr. Burshtein’s fully diluted ownership to 1.05%, his percentage ownership immediately before the financing. Management views the award as necessary to retain and incentivize a key scientific executive as Entera advances EB613 toward Phase 3 development. Purchasers in the Private Placement agreed to vote shares they beneficially hold in favor of the Supported Proposals, which include this grant. The award is subject to approval of the 2018 Plan amendment and registration of the underlying shares on Form S-8. Israeli Companies Law requirements for office-holder compensation also apply, including a possible Special Majority. The Board recommends a vote FOR.

Proposal Six asks shareholders to approve an amended and restated compensation policy for Entera’s directors and officers. The policy would provide a prospective framework for compensation decisions for three years, or longer if permitted under Israeli law. Management says external surveys by Aon and Deloitte Israel found that executive compensation, particularly annual equity grants, was generally below relevant peer-group benchmarks. The proposed policy updates compensation thresholds and other provisions to make the Company more competitive with similarly sized clinical-stage biopharmaceutical companies. It establishes limits for base salary, annual bonuses, special bonuses, equity awards, termination benefits and director compensation. The policy emphasizes a mix of fixed pay, performance-based compensation and equity intended to align office holders with long-term shareholder value. Notable provisions include annual equity caps of up to 45 monthly base salaries for the CEO and 40 monthly base salaries for other officers, with full-value awards counted under a specified conversion methodology. The policy also addresses Israeli Companies Law approval processes, clawbacks, hedging and pledging restrictions, and termination arrangements. Management stresses that the policy does not itself guarantee compensation and instead sets a framework and caps for future decisions. Approval requires a simple majority and, where applicable, the Israeli-law Special Majority for interested-party matters. The Board recommends a vote FOR.

Proposal Seven asks shareholders to approve amended compensation terms for Entera’s non-executive directors effective October 1, 2026. The revised package would provide annual board fees of $40,000 for each non-executive director and $80,000 for the Board Chair. Committee fees would range from $5,000 to $8,000 for members and from $10,000 to $15,000 for committee chairs, depending on the committee. Each non-executive director would also receive annual options with fair market value of up to $86,000, vesting in four quarterly installments over one year. New directors joining after September 16, 2026 would additionally be eligible for a one-time option grant with fair market value of up to $130,000, vesting over three years. The grants would fully accelerate upon a qualifying Change in Control. Management relies on an Aon survey showing that Entera’s equity compensation for non-executive directors was below peer-group benchmarks. The Board argues that competitive compensation is necessary to recruit and retain independent directors with specialized clinical, governance and strategic expertise. The revised structure is intended to strengthen alignment with shareholders because a substantial portion of compensation is equity-based. If shareholders reject the proposal, the previously approved cash and equity structure would remain in effect. Approval is subject to Israeli Companies Law requirements, including a Special Majority where applicable. The Board recommends a vote FOR.

Proposal Eight asks shareholders to extend the post-termination exercise period for vested options held by Entera’s officers and directors. Under the existing agreements, vested options generally must be exercised within three months after termination, unless an earlier original expiration date applies. The proposed amendment would allow exercise for up to five years after termination, subject to the original option expiration date if earlier. Management argues that a 90-day window may force departing office holders to exercise prematurely or forfeit options before clinical, regulatory or strategic milestones create value. The change is intended to support retention and preserve long-term alignment without granting additional vesting. It would apply retroactively to previously granted options held by office holders, to the proposed Top-up Grants and to future awards held by individuals serving as officers or directors. The extended period would apply only to vested portions and would not change exercise prices, vesting schedules, original terms or expiration dates. Options held by non-office-holder participants would remain governed by their existing agreements. The proposal is presented as a compensation-term amendment under the Israeli Companies Law and requires shareholder approval, including a Special Majority where applicable. The Board recommends a vote FOR.