Mereo Biopharma Group (MREO) Proxy filing summary

Executive summary

• The annual general meeting (AGM) is scheduled for May 14, 2026, with proxy materials distributed to shareholders and ADS holders, outlining voting procedures and eligibility requirements.

• Eleven resolutions are proposed, including adoption of annual accounts, auditor re-appointment, director remuneration, executive compensation, director re-elections, and share issuance authorities.

• The Board unanimously recommends voting FOR all resolutions, emphasizing their alignment with shareholder interests and company success.

Voting matters and shareholder proposals

• Shareholders will vote on adopting the 2025 annual report, re-appointing PwC as auditors, authorizing auditor remuneration, approving director remuneration and policy, executive compensation (say-on-pay), re-electing three directors, and granting share issuance authorities.

• Proposal 11 seeks to disapply statutory pre-emption rights, allowing non-pre-emptive share issuances up to £3,591,354.73 nominal value until June 30, 2029.

• The Board recommends FOR all proposals; no other business will be conducted at the AGM.

Board of directors and corporate governance

• The Board will reduce from ten to nine members after the AGM, with three directors (Roberts, Shames, Yoskowitz) standing for re-election.

• Eight of nine directors will be independent under Nasdaq rules; the CEO is the only non-independent director.

• The Board has four standing committees: Audit and Risk, Remuneration, Nomination and Corporate Governance, and Research and Development.

• The Board maintains a Code of Business Conduct and Ethics, a clawback policy, and prohibits hedging and pledging of company securities.