Metagenomi Therapeutics, Inc.

In accordance with our amended and restated certificate of incorporation and our amended and restated bylaws, our Board is divided into three staggered classes of directors, and each director is assigned to one of the three classes. At each annual meeting of the stockholders, one class of directors will be elected for a three-year term to succeed the directors of the same class whose terms are then expiring. Willard H. Dere, M.D. and Sebastián Bernales, Ph.D. are the Class I directors whose terms expire at the Annual Meeting. Dr. Dere has been nominated for and has agreed to stand for re-election to our Board to serve as a Class I director of our Company for three years and until his successor is duly elected and qualified or until his earlier death, resignation or removal. On March 11, 2025, Dr. Bernales informed the Company that he has decided not to stand for reelection at the Annual Meeting. As a result, Dr. Bernales’ service as a member of our Board will end effective as of the date of the Annual Meeting.

Required Vote of Stockholders

To be elected, the director nominated via Proposal 1 must receive a plurality of the votes properly cast on the election of the director, meaning that the director nominee for Class I director receiving the highest number of affirmative votes will be elected as director. You may vote FOR the nominee or WITHHOLD your vote from the nominee. Withheld votes and broker non-votes will have no effect on the election of the director.

The proxies will be voted in favor of the above nominee unless a contrary specification is made in the proxy. The nominee has consented to serve as our director if elected. However, if the nominee is unable to serve or for good cause will not serve as a director, the proxies will be voted for the election of such substitute nominee as our Board of Directors may designate.

The proposal for the election of director relates solely to the election of Class I director nominated by our Board of Directors.

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE ELECTION OF THE NOMINEE FOR CLASS I DIRECTOR, AND PROXIES SOLICITED BY OUR BOARD WILL BE VOTED IN FAVOR THEREOF, UNLESS A STOCKHOLDER HAS INDICATED OTHERWISE ON THE PROXY.

(PROPOSAL 1 ON YOUR NOTICE OR PROXY CARD)