Full Press Release Details
the proceedings at the extraordinary 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, Parnassusweg 737, 1077
DG Amsterdam, the Netherlands, on 13 November 2024 at 14.00 hours CET.
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:
Finally, the 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 of the Company.
DISCUSSION OF THE AGENDA
The chairman discussed the agenda of the meeting
and records that none of the attendees has any questions or comments in respect of the items included in the agenda.
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
The following documents will be attached to these minutes:
(signature pages follow)
(signature page to minutes)
(signature page to minutes)
NOTICE OF EXTRAORDINARY
GENERAL MEETING OF MAINZ BIOMED N.V.
is given that an extraordinary 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 Netherlands, Atrium, Parnassusweg
737, 1077 DG Amsterdam, the Netherlands, on 13 November 2024 at 14.00 hours Central European Time (the "EGM").
The agenda for the EGM and related
documents and further information regarding the EGM 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 EGM is 16
October 2024. Each share outstanding on the Record Date entitles the holder to cast one vote on each voting item at the EGM.
Shareholders of Record
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 EGM, 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 11 November 2024. The notice must contain the name and the number of shares the Shareholder
of Record or Beneficial Owner will represent at the EGM. In addition, a Shareholder of Record or Beneficial Owner who wishes to attend
the EGM 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:
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 11 November 2024 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 EGM.
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 EGM 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 EGM, 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 EXTRAORDINARY GENERAL MEETING
OF MAINZ BIOMED N.V.
Agenda of the extraordinary 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 13 November 2024 at 14.00 hours Central
European Time (the "EGM").
| 1. | Opening | |
| 2. | Reverse stock split, amendment of articles of association and authorisation execution of deed of amendment of articles of association | Voting item |
| 3. | Other matters for discussion | |
| 4. | Close |
EXPLANATORY NOTES TO
THE AGENDA OF THE EXTRAORDINARY GENERAL
MEETING OF MAINZ BIOMED N.V.
It is proposed to authorise the board of directors
of the Company (the "Board"), in its discretion, to effect a reverse stock split within a range between 2:1 and 100:1.
The primary purpose for effecting the reverse
stock split would be to increase the per-share trading price of the Company's ordinary shares to maintain their listing on the Nasdaq
Stock Market. The Nasdaq Listing Rules require that listed shares maintain a minimum bid price of USD 1.00 per share (the "Minimum
Bid Price Requirement"). As previously reported, on 28 May 2024, the Company received a deficiency letter from the Nasdaq Listing
Qualifications Department notifying the Company that, for the last 30 consecutive business days, the Company did not meet the Minimum
Bid Price Requirement. The Company has been provided an initial period of 180 calendar days, or until 25 November 2024 (the "Compliance
Date"), to regain compliance with the Minimum Bid Price Requirement.
If at any time during this 180-day period the
closing bid price of the Company's ordinary shares is at least USD 1.00 per share for a minimum of ten consecutive business
days, the Nasdaq Listing Qualifications Department will provide the Company written confirmation that it complies with the Minimum Bid
Price Requirement and the ordinary shares will continue to be eligible for listing on The Nasdaq Capital Market.
In the event the Company does not regain compliance
with the Minimum Bid Price Requirement by the Compliance Date, the Company may be eligible for additional time. To qualify, the Company
will be required to meet the continued listing requirement and all other initial listing standards for The Nasdaq Capital Market, with
the exception of the Minimum Bid Price Requirement, and will need to provide written notice of its intention to cure the deficiency during
the second compliance period, by effecting a reverse stock split, if necessary. If the Company meets these requirements, the Nasdaq Listing
Qualifications Department will inform the Company that it has been granted an additional 180 calendar days.
By granting the Company the flexibility to effect
a reverse stock split, the Company will have a contingency plan to increase the share price of the ordinary shares above USD 1.00 in the
event that it does not regain compliance with the Minimum Bid Price Requirement prior to the Compliance Date or, if secured, within a
second period of 180 days. For the 30 trading days during the period 22 August 2024 to 3 October 2024 prior to the publication of these
explanatory notes, the closing bid price of the Company's ordinary shares has ranged from USD 0.43 to USD 0.20, with an average
closing bid price of USD 0.30.