Zura Bio Ltd

This management proposal requests shareholder approval to amend and restate the Company’s 2023 Equity Incentive Plan (the “Amended 2023 Plan”). Specifically, the amendment modifies the plan’s evergreen Reserved Share Increase Provision so that, beginning with the annual increase effective January 1, 2027, the formula used to calculate the automatic annual share-reserve increase will include not only Class A ordinary shares outstanding at year-end but also the Class A ordinary shares underlying then-outstanding pre‑funded warrants. Management states this change is intended to align growth of the equity award share pool with the Company’s total economic capitalization because pre‑funded warrants are the economic equivalent of Class A ordinary shares and currently represent a substantial portion of the Company’s fully-diluted capitalization. The Board argues that without this change the annual automatic increase could understate the Company’s effective capitalization and thereby constrain the Company’s ability to grant competitive equity awards required to attract, retain, and motivate employees, directors and consultants. The company discloses the materiality of pre‑funded warrants on the record date (29,295,396 pre‑funded warrants) and calculates that including these instruments would better calibrate the plan’s dilution dynamics to shareholder expectations. Management commits that other plan terms remain substantively the same and that ordinary governance safeguards and limits (including limits on non‑employee director compensation and administrative authority vested in the Compensation Committee) remain in place. The Board recommends a FOR vote, emphasizing that approving the amendment will help ensure the Company can continue to grant equity incentives in line with market practice while managing dilution through Committee discretion and disclosure to shareholders. The analysis for investors should weigh the benefit of maintaining a functioning equity compensation program against potential incremental dilution from expanding the baseline used for the evergreen increases; the Company notes it will monitor award usage and dilution and that other plan features (clawback, limits, and adjustments in corporate transactions) remain intact.

The adjournment proposal seeks shareholder authorization for the meeting chair to adjourn the Annual Meeting to a later date (within the limits of the company’s articles and Cayman law) if, based on preliminary tabulation, the Company lacks sufficient votes to approve one or more of the other proposals. Management frames this as a procedural, defensive authority to enable additional proxy solicitation and outreach to holders — particularly useful where broker non‑votes or unexpectedly close vote margins could prevent passage of non‑routine items such as the equity plan or director elections. The board recommends voting FOR because the authority preserves flexibility to obtain a quorum or additional favorable votes without having to reconvene a separate special meeting, and it is limited in scope and duration. If approved, the adjournment power can be used to permit the Company to deliver more information to shareholders and solicit further support from large holders or brokers; if not approved, the chair would be unable to adjourn for this purpose, potentially resulting in the failure of one or more proposals to pass at the scheduled meeting. From a governance perspective, the proposal does not change the substance of any corporate policy or transaction — it only provides a procedural mechanism to facilitate decision-making by shareholders. Investors should consider that use of the adjournment authority could indicate weaker-than-expected support for certain proposals and may delay final outcomes; however, it is a common corporate practice and is typically used to maximize shareholder participation and the chances for considered decisions.