Mainz Biomed (QUCY) Proxy filing summary

Executive summary

• Annual general meeting scheduled for June 29, 2026, in Amsterdam, with in-person attendance only and voting rights for shareholders of record as of June 1, 2026.

• Proxy materials distributed via mail and online, with Broadridge engaged as proxy solicitor at an estimated cost of $20,000 plus expenses.

• Eleven key proposals will be voted on, including auditor ratification, annual accounts adoption, director discharge, share issuance and acquisition authorizations, amendments to articles and remuneration policy, and board and director appointments.

• Board recommends voting “FOR” all proposals, which are detailed in the proxy statement and agenda.

Voting matters and shareholder proposals

• Proposals include ratification of Kreston Lentink as auditor, adoption of 2025 annual accounts, director discharge, extension of share issuance and acquisition authorizations, limitation/exclusion of pre-emption rights, approval of board resolutions, amendment of articles, appointment of Peter O'Rourke as non-executive director, and amendments to the remuneration policy.

• Only matters on the published agenda may be considered; no dissenters’ or appraisal rights are available.

• Board recommends a “FOR” vote on all proposals.

Board of directors and corporate governance

• Board consists of five directors, four of whom are independent under Nasdaq rules.

• Recent board changes include the resignation of four directors and the appointment of David Natan and Avraham Ben-Tzvi.

• Nomination Committee evaluates candidates based on experience, integrity, and ability to contribute; no shareholder nomination procedure under Dutch law.

• Code of Ethics and Insider Trading Policy in place; majority of board members are independent.

• Board committees include Audit, Compensation, and Nomination, each chaired by independent directors.