ANNUAL GENERAL MEETING OF SHAREHOLDERS OF

ENTERA BIO LTD.

Monday, May 20, 2019

GO GREEN

e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.astfinancial.com to enjoy online access.

NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL:

The Notice of Meeting, proxy statement and proxy card

are available at http://www.astproxyportal.com/ast/22270

Please sign, date and mail

your proxy card in the

envelope provided as soon

as possible.

↓ Please detach along perforated line and mail in the envelope provided. ↓

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE PROPOSALS ON THE AGENDA OF THE MEETING

Please: (i) be certain to complete items 1-6 below; (ii) sign, date and return promptly in the enclosed envelope; and (iii) mark your vote in blue or black ink as shown here ☒

				FOR	AGAINST	ABSTAIN
This Proxy, when properly executed, will be voted in the manner directed herein by the undersigned. If no direction is made with respect to the proposals described below, this Proxy will be voted “FOR” such proposal and in such manner as the holder of the proxy may determine with respect to any other business as may properly come before the Meeting or all and any adjournments or postponements thereof. Any and all proxies heretofore given by the undersigned are hereby revoked.		1.	That the appointment of Kesselman & Kesselman, a member firm of PricewaterhouseCoopers International Limited, or PwC, an independent registered public accounting firm, as the Company’s independent auditors for the fiscal year ending December 31, 2019, be, and it hereby is, ratified and approved, and the Board, and it hereby is, authorized to determine the compensation of the auditors in accordance with the volume and nature of their services.	☐	☐	☐
				FOR	AGAINST	ABSTAIN
The undersigned acknowledges receipt of the Notice of the Annual General Meeting of Shareholders and Proxy Statement of the Company relating to the Meeting.		2(a).	That Dr. Phillip Schwartz be, and it hereby is, re-elected to serve as a Class II director of the Company, until the Company’s annual general meeting of shareholders to be held in 2022.	☐	☐	☐
				FOR	AGAINST	ABSTAIN
		2(b).	That Mr. Yonatan Malca be, and it hereby is, re-elected to serve as a Class II director of the Company, until the Company’s annual general meeting of shareholders to be held in 2022.	☐	☐	☐
				FOR	AGAINST	ABSTAIN
		3.	That the election of Mr. Gerald M. Ostrov to serve as a Class III director of the Company be, and it hereby is, ratified and approved until the Company’s annual general meeting of shareholders to be held in 2020.	☐	☐	☐
				FOR	AGAINST	ABSTAIN
		4.	That the amended terms of compensation of the Company’s non-executive directors, as described in Proposal 4 of the Company’s Proxy Statement for the Company’s 2019 annual general meeting of shareholders, be, and it hereby is, approved.	☐	☐	☐
				YES	NO
			Are you a controlling shareholder or do you have a personal interest in the approval of this Proposal #4? Please note: If you do not respond, you will be presumed to have a personal interest, as defined in the enclosed Proxy Statement.	☐	☐
				FOR	AGAINST	ABSTAIN
		5.	That the purchase of a professional liability insurance policy for our current and future directors and officers be, and it hereby is, ratified and approved.	☐	☐	☐
				YES	NO
			Are you a controlling shareholder or do you have a personal interest in the approval of this Proposal #5? Please note: If you do not respond, you will be presumed to have a personal interest, as defined in the enclosed Proxy Statement.	☐	☐
				FOR	AGAINST	ABSTAIN
		6.	That the terms of office and employment of our Chief Medical Officer, Dr. Arthur Santora, be, and is hereby, ratified and approved.	☐	☐	☐
				YES	NO
To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method.	☐		Are you a controlling shareholder or do you have a personal interest in the approval of this Proposal #6? Please note: If you do not respond, you will be presumed to have a personal interest, as defined in the enclosed Proxy Statement.	☐	☐

Name & Signature of

shareholder

Date:

Name & Signature of

shareholder (if joint)

Date:

Note:

Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer 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.

ANNUAL GENERAL MEETING OF SHAREHOLDERS OF

ENTERA BIO LTD.

Monday, May 20 2019

PROXY VOTING INSTRUCTIONS

INTERNET - Access “www.voteproxy.com” and follow the on-screen instructions or scan the QR code with your smartphone. Have your proxy card available when you access the web page.
Vote online until 11:59 PM EST the day before the meeting.
MAIL - Sign, date and mail your proxy card in the envelope provided as soon as possible.		COMPANY NUMBER
IN PERSON - You may vote your shares in person by attending the Annual Meeting.		ACCOUNT NUMBER
GO GREEN - e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.astfinancial.com to enjoy online access.

NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL: The Notice of Meeting, proxy statement and proxy

card are available at - http://www.astproxyportal.com/ast/22270

↓ Please detach along perforated line and mail in the envelope provided IF you are not voting via the Internet. ↓

▀

00030033303203232000 9

052019

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE PROPOSALS ON THE AGENDA OF THE MEETING

Please: (i) be certain to complete items 1-6 below; (ii) sign, date and return promptly in the enclosed envelope; and (iii) mark your vote in blue or black ink as shown here ☒

				FOR	AGAINST	ABSTAIN
This Proxy, when properly executed, will be voted in the manner directed herein by the undersigned. If no direction is made with respect to the proposals described below, this Proxy will be voted “FOR” such proposal and in such manner as the holder of the proxy may determine with respect to any other business as may properly come before the Meeting or all and any adjournments or postponements thereof. Any and all proxies heretofore given by the undersigned are hereby revoked.		1.	That the appointment of Kesselman & Kesselman, a member firm of PricewaterhouseCoopers International Limited, or PwC, an independent registered public accounting firm, as the Company’s independent auditors for the fiscal year ending December 31, 2019, be, and it hereby is, ratified and approved, and the Board, and it hereby is, authorized to determine the compensation of the auditors in accordance with the volume and nature of their services.	☐	☐	☐
				FOR	AGAINST	ABSTAIN
The undersigned acknowledges receipt of the Notice of the Annual General Meeting of Shareholders and Proxy Statement of the Company relating to the Meeting.		2(a).	That Dr. Phillip Schwartz be, and it hereby is, re-elected to serve as a Class II director of the Company, until the Company’s annual general meeting of shareholders to be held in 2022.	☐	☐	☐
				FOR	AGAINST	ABSTAIN
		2(b).	That Mr. Yonatan Malca be, and it hereby is, re-elected to serve as a Class II director of the Company, until the Company’s annual general meeting of shareholders to be held in 2022.	☐	☐	☐
				FOR	AGAINST	ABSTAIN
		3.	That the election of Mr. Gerald M. Ostrov to serve as a Class III director of the Company be, and it hereby is, ratified and approved until the Company’s annual general meeting of shareholders to be held in 2020.	☐	☐	☐
				FOR	AGAINST	ABSTAIN
		4.	That the amended terms of compensation of the Company’s non-executive directors, as described in Proposal 4 of the Company’s Proxy Statement for the Company’s 2019 annual general meeting of shareholders, be, and it hereby is, approved.	☐	☐	☐
				YES	NO
			Are you a controlling shareholder or do you have a personal interest in the approval of this Proposal #4? Please note: If you do not respond, you will be presumed to have a personal interest, as defined in the enclosed Proxy Statement.	☐	☐
				FOR	AGAINST	ABSTAIN
		5.	That the purchase of a professional liability insurance policy for our current and future directors and officers be, and it hereby is, ratified and approved.	☐	☐	☐
				YES	NO
			Are you a controlling shareholder or do you have a personal interest in the approval of this Proposal #5? Please note: If you do not respond, you will be presumed to have a personal interest, as defined in the enclosed Proxy Statement.	☐	☐
				FOR	AGAINST	ABSTAIN
		6.	That the terms of office and employment of our Chief Medical Officer, Dr. Arthur Santora, be, and is hereby, ratified and approved.	☐	☐	☐
				YES	NO
To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method.	☐		Are you a controlling shareholder or do you have a personal interest in the approval of this Proposal #6? Please note: If you do not respond, you will be presumed to have a personal interest, as defined in the enclosed Proxy Statement.	☐	☐

Name & Signature of

shareholder

Date:

Name & Signature of

shareholder (if joint)

Date:

Note: