MINUTES of the proceedings at the annual general meeting of Mainz Biomed N.V., a public company under Dutch law, registered with the Dutch trade register under number 82122571, held at the offices of CMS Derks Star Busma

of the proceedings at the annual general meeting of Mainz Biomed N.V., a public

company under Dutch law, registered with the Dutch trade register under number 82122571, held at the offices of CMS Derks Star Busman

N.V., Atrium, Pamassusweg 737, 1077 DG Amsterdam, the Netherlands, on Monday 2 June 2025 at 14.00 hours Central European Time.

CHAIRMAN AND SECRETARY

non-executive director of the Company, present at the meeting in person, is appointed chairman of the meeting and Hans Hekland, as chairman

of the meeting, designates Martijn van der Bie, civil law notary with CMS Derks Star Busman N.V., Dutch counsel to the Company, present

at the meeting, as secretary of the meeting, all in accordance with article 27 of the articles of association of the Company.

opens the meeting and records that the meeting is held in one of the places referred to in article 26.1 of the articles of association

of the company and that the meeting was otherwise convened with due observance of the applicable provisions of the articles of association

of the Company and Dutch law.

Furthermore, the chairman records that:

chairman records that no persons with meeting rights have requested discussion of any matters at the meeting or submitted any resolutions

for adoption at the meeting in accordance with article

26.6 of the articles of association

DISCUSSION OF THE AGENDA

discussed the agenda of the meeting and records that none of the attendees has any questions or comments in respect of the items included

PROPOSALS AND VOTING

The chairman puts each of the voting

items included in the agenda of the meeting to the vote and records that each voting item is adopted with the requisite majority.

There being no further business, the

chairman closes the meeting.

The following documents will be attached

(signature pages follow)

(signature page to minutes)

(signature page to minutes)

OF ANNUAL GENERAL MEETING OF MAINZ BIOMED N.V.

Notice is given that an annual

general meeting of Mainz Biomed N.V., a public company under Dutch law, registered with the Dutch trade register under number 82122571

(the "Company"), will be held at the offices of CMS, Atrium, Parnassusweg 737, 1077 DG Amsterdam, the Netherlands, on

Monday 2 June 2025 at 14.00 hours Central European Time (the "AGM").

The agenda for the AGM and related

documents and further information regarding the AGM can be found on the Company's website at https://www.mainzbiomed.com/investors. They

are also available for inspection and can be obtained free of charge at the offices of the Company.

The Record Date for the AGM is

Monday 5 May 2025 Eastern Time. Each share outstanding on the Record Date entitles the holder to cast one vote on each voting item at

Shareholders of Record are those

who are shareholders of the Company, or otherwise have voting rights or meeting rights in respect of shares in the capital of the Company,

at the Record Date and who are recorded as such in the part of the register of shareholders of the Company, including all records and

other data carriers relating thereto, kept by Transhare Corporation, the Company's transfer agent, irrespective of any changes to the

entitlement to their shares or to their voting rights or meeting rights after the Record Date.

Beneficial Owners are those who beneficially

own shares in the capital of the Company through a bank, broker or other nominee on the Record Date.

A Shareholder of Record or Beneficial

Owner who wishes to attend the AGM, in person or by a proxy, must notify the Company of its intention to do so by e-mail at ir@mainzbiomed.com

no later than 18.00 hours Central European Time on Friday 30 May 2025. The notice must contain the name and the number of shares the Shareholder

of Record or Beneficial Owner will represent at the AGM. In addition, a Shareholder of Record or Beneficial Owner who wishes to attend

the AGM by a proxy must enclose its signed proxy. A proxy can be downloaded from the website of the Company at https://www.mainzbiomed.com/investors.

A Beneficial Owner must also enclose:

Beneficial Owners should contact their

bank, broker or other nominee to obtain such a proxy from them.

Any notice of attendance, proof

of beneficial ownership or signed proxy received after 18.00 hours Central European Time on Friday 30 May 2025 will be disregarded. Shareholders

of Record, Beneficial Owners and proxyholders who have not complied with the procedures described above may be refused entry to the AGM.

All attendees must be prepared to show

a valid proof of identity for admittance.

To avoid misunderstandings, the

procedures outlined above do not apply with respect to proxy cards solicited through Broadridge, the Company's proxy solicitor. Shareholders

of Record using such a proxy card should follow the instructions and observe the deadlines specified on the proxy card they receive.

Shareholders of Record and Beneficial

Owners may vote in person or by proxy at the AGM in accordance with the procedures described above.

Beneficial Owners may also have their

shares voted by following the procedures specified on their broker's voting instruction form. Shortly before the AGM, the brokers will

tabulate the votes they have received and submit one or more proxy cards to the Company reflecting the aggregate votes of the Beneficial

For further information please

contact the Company's Investor Relations Department by e-mail at ir@mainzbiomed.com.

AGENDA OF THE ANNUAL

GENERAL MEETING OF MAINZ BIOMED N.V.

Agenda of the annual general meeting

of Mainz Biomed N.V., a public company under Dutch law, registered with the Dutch trade register under number 82122571 (the "Company"),

to be held at the offices of CMS, Atrium, Parnassusweg 737, 1077 DG Amsterdam, the Netherlands, on Monday 2 June 2025 at 14.00 hours Central

European Time (the "AGM").

EXPLANATORY NOTES TO THE AGENDA

OF THE ANNUAL GENERAL MEETING OF MAINZ BIOMED N.V.

Consideration of the statutory management

report for the financial year ended 31 December 2024, as prepared in accordance with Dutch law. The statutory management report is available

on the Company's website at https://www.mainzbiomed.com/investors and is available for inspection at the offices of the Company.

It is proposed that the statutory

annual accounts for the financial year ended 31 December 2024, as prepared in accordance with Dutch law, be adopted. The adoption of the

statutory annual accounts includes the allocation of the losses made in the financial year ended 31 December 2024. Lentink issued a compilation

statement on the statutory annual accounts for the financial year ended 31 December 2024. The statutory annual accounts are available

on the Company's website at https://www.mainzbiomed.com/investors and are available for inspection at the offices of the Company.

It is proposed that each director

in office during the financial year ended 31 December 2024 be granted a discharge from liability for the exercise of his or her management

and supervision duties during the financial year ended 31 December 2024 to the extent appearing from the statutory annual accounts or

the statutory management report for the financial year ended 31 December 2024, as prepared in accordance with Dutch law, or other public

It is proposed that:

all by or pursuant to an amendment

of the articles of association of the Company, in accordance with the draft of the deed of amendment of articles of association prepared

by CMS. Initially, the nominal value of each ordinary share in the capital of the Company was EUR 0.01. As a consequence of a reverse

stock split effected in 2024, ordinary shares with a nominal value of EUR 0.01 each were combined into ordinary shares with a nominal

value of EUR 0.40 each. It is proposed that the nominal value be reduced from EUR 0.40 to EUR 0.01, without repayment, for practical purposes.

The reduction of the nominal value of the ordinary shares qualifies as a capital reduction. As a consequence, sections 2:99 and 2:100

of the Dutch Civil Code apply, which provide, among other things, that the Company must deposit the resolution to amend the articles of

association whereby, among other things, the nominal value of the issued ordinary shares will be reduced without repayment, at the offices

of the Dutch trade register, that the Company must announce the deposit in a nationally distributed daily newspaper, that creditors of

the Company may oppose the resolution during a period of two months and that the amendment of the articles of association may first be

effected once two months have expired after the announcement.

Furthermore, it is proposed that

each civil law notary, assigned civil law notary, candidate civil law notary, notarial assistant and notarial secretary working with CMS