Mereo Biopharma Group (MREO) Proxy Filing summary

Executive summary

• The annual general meeting is scheduled for May 13, 2025, with nine resolutions up for shareholder vote, including financial statements, auditor re-appointment, executive compensation, and director re-elections.

• Shareholders and ADS holders are provided with detailed instructions for voting, proxy appointment, and meeting participation, with deadlines and contact information clearly outlined.

• The Board unanimously recommends voting in favor of all resolutions, emphasizing alignment with the company’s long-term interests.

Voting matters and shareholder proposals

• Resolutions include adoption of the 2024 annual report, re-appointment of PwC as auditors, authorization for the Audit and Risk Committee to set auditor remuneration, approval of the directors’ remuneration report, advisory approval of executive compensation, setting the frequency of future say-on-pay votes, and re-election of three directors.

• The Board recommends a three-year interval for future advisory votes on executive compensation.

• Shareholders have rights to call meetings and submit proposals for future AGMs, with clear deadlines and requirements provided.

Board of directors and corporate governance

• The Board consists of ten members, with a majority classified as independent under Nasdaq rules.

• The Board separates the roles of CEO and Chairman to ensure independent oversight.

• Four standing committees are in place: Audit and Risk, Remuneration, Nomination and Corporate Governance, and Research and Development, each with defined responsibilities and charters.

• Board diversity is highlighted, with 30% female, 40% male, and 10% Asian representation.