MAINZ BIOMED N.V.

PROPOSAL 3

APPROVAL OF THE ADDITIONAL AMENDMENT PROPOSAL

As set out in further detail below, you are being asked to consider the Additional Amendment Proposal to further amend the Articles of Association of the Company (and to authorize CMS to have the deed of amendment of articles of association executed) to (i) to authorize the Series A Conversion so that of each Series A Preferred Share is convertible into nine (9) Ordinary Shares, (ii) to authorize the Series B Conversion so that of each Series B Preferred Share is convertible into nine (9) Ordinary Shares, (iii) to authorize the Series C Conversion so that of each Series C Preferred Share is convertible into nine (9) Ordinary Shares, (iv) to authorize the Series D Conversion so that of each Series D Preferred Share is convertible into two-hundred and twenty-five (225) Ordinary Shares, (v) to authorize the Series E Conversion so that of each Series E Preferred Share is convertible into two-hundred and twenty-five (225) Ordinary Shares, (vi) to affect the Name Change so that the name of the Company will change from “Mainz Biomed N.V.” to “Quantum Cyber N.V.” and (vii) to increase the authorized share capital of the Company, on a post-Reverse Share Split basis, to up to 900,000,000 Ordinary Shares and up to 100,000,000 Preferred Shares. The form of the unofficial English translation of the Deed of Amendment to the Articles of Association effecting the Reverse Share Split is attached as Annex C to this proxy statement.

(i)Series A Conversion

If the Additional Amendment Proposal is approved, the amended Articles of Association will allow for the Series A Conversion. We issued 1,000,000 Series A Preferred Shares to David Lazar on February 13, 2026 pursuant to the Purchase Agreement. The Series A Preferred Shares are not currently convertible into our Ordinary Shares, and in the Purchase Agreement, we agreed that we would use our best efforts to hold a shareholders’ meeting prior to April 15, 2026 at which the shareholders would vote on an amendment to our Articles of Association that would, among other matters, make each Series A Preferred Share convertible into nine Ordinary Shares. If the Additional Amendment Proposal is approved, the outstanding Series A Preferred Shares would become convertible into up to 9,000,000 Ordinary Shares, which represents 71.9% of our Ordinary Shares on the date hereof and 3,119% of our Ordinary Shares currently outstanding when aggregated with the Ordinary Shares underlying all of the Preferred Shares.

(ii)Series B Conversion

If the Additional Amendment Proposal is approved, the amended Articles of Association will allow for the Series B Conversion. We issued 1,000,000 Series B Preferred Shares to David Lazar on February 13, 2026 pursuant to the Purchase Agreement. The Series B Preferred Shares are not currently convertible into our Ordinary Shares, and in the Purchase Agreement, we agreed that we would use our best efforts to hold a shareholders’ meeting prior to April 15, 2026 at which the shareholders would vote on an amendment to our Articles of Association that would, among other matters, make each Series B Preferred Share convertible into nine Ordinary Shares. If the Additional Amendment Proposal is approved, the outstanding Series B Preferred Shares would become convertible into up to 9,000,000 Ordinary Shares, which represents 71.9% of our Ordinary Shares on the date hereof and 3,119% of our Ordinary Shares currently outstanding when aggregated with the Ordinary Shares underlying all of the Preferred Shares.

(iii)Series C Conversion

If the Additional Amendment Proposal is approved, the amended Articles of Association will allow for the Series C Conversion. We issued 1,000,000 Series C Preferred Shares to David Lazar on February 13, 2026 pursuant to the Purchase Agreement. The Series C Preferred Shares are not currently convertible into our Ordinary Shares, and in the Purchase Agreement, we agreed that we would use our best efforts to hold a shareholders’ meeting prior to April 15, 2026 at which the shareholders would vote on an amendment to our Articles of Association that would, among other matters, make each Series C Preferred Share convertible into nine Ordinary Shares. If the Additional Amendment Proposal is approved, the outstanding Series C Preferred Shares would become convertible into up to 9,000,000 Ordinary Shares, which represents 71.9% of our Ordinary Shares on the date hereof and 3,119% of our Ordinary Shares currently outstanding when aggregated with the Ordinary Shares underlying all of the Preferred Shares.

(iv)Series D Conversion

If the Additional Amendment Proposal is approved, the amended Articles of Association will allow for the Series D Conversion. Pursuant to the Purchase Agreement, we agreed to issue 1,000,000 Series D Preferred Shares to David Lazar at the Final Closing. The amendment of the Articles of Association to allow for the conversion of each Series D Preferred Share into two-hundred and twenty-five Ordinary Shares is a condition precedent to the Final Closing. In the Purchase Agreement, we agreed that we would use our best efforts to hold a shareholders’ meeting prior to April 15, 2026 at which the shareholders would vote on an amendment to our Articles of Association that would, among other matters, make each Series D Preferred Share, when issued, convertible into two-hundred and twenty-five Ordinary Shares. If the Additional Amendment Proposal is approved, the Series D Preferred Shares would become convertible into up to 225,000,000 Ordinary Shares, which represents 1,798% of our Ordinary Shares on the date hereof and 3,119% of our Ordinary Shares currently outstanding when aggregated with the Ordinary Shares underlying all of the Preferred Shares.

(v)Series E Conversion

If the Additional Amendment Proposal is approved, the amended Articles of Association will allow for the Series E Conversion. Pursuant to the Purchase Agreement, we agreed to issue 1,000,000 Series E Preferred Shares to David Lazar at the Final Closing. The amendment of the Articles of Association to allow for the conversion of each Series D Preferred Share into two-hundred and twenty-five Ordinary Shares is a condition precedent to the Final Closing. In the Purchase Agreement, we agreed that we would use our best efforts to hold a shareholders’ meeting prior to April 15, 2026 at which the shareholders would vote on an amendment to our Articles of Association that would, among other matters, make each Series D Preferred Share, when issued, convertible into two-hundred and twenty-five Ordinary Shares. If the Additional Amendment Proposal is approved, the Series E Preferred Shares would become convertible into up to 225,000,000 Ordinary Shares, which represents 1,798% of our Ordinary Shares on the date hereof and 3,119% of our Ordinary Shares currently outstanding when aggregated with the Ordinary Shares underlying all of the Preferred Shares.

(vi)Name Change

If the Additional Amendment Proposal is approved, we will amend Articles of Association to change our name from “Mainz Biomed N.V.” to “Quantum Cyber N.V.”. Although our intention is to continue our operations for the development of in-vitro diagnostic tests for the early detection of colorectal and pancreatic cancer, we intend to explore new opportunities for one or more business segments. We believe the quantum computing industry holds exciting opportunities for growth, and based on the strengths of our director nominees in the quantum computing industry, we believe that this parallel direction for our Company will likely be in the best interests of our shareholders. To this end, our Board has decided that a name that reflects this additional focus will help with our entry into this new industry. Although we and our director nominees have discussed several opportunities in the quantum computing industry with third parties, we have not reached any formal arrangements or agreements to acquire a business or assets in the space, and we might not ever do so.

(vii)Share Capital Increase

If the Additional Amendment Proposal is approved and the Final Closing occurs, we may not have enough authorized Ordinary Shares to allow for the conversion of all of the Preferred Shares. To that end, the Share Capital Increase will amend our Articles of Association to increase (a) the number of Ordinary Shares that we are authorized to issue from 45,000,000 on a pre-Reverse Share Split basis to up to 900,000,000 on a post-Reverse Share Split basis and (b) the number of authorized Preferred Shares that we may issue from 5,000,000, split into 1,000,000 Series A Preferred Shares, 1,000,000 Series B Preferred Shares, 1,000,000 Series C Preferred Shares, 1,000,000 Series D Preferred Shares and 1,000,000 Series E Preferred Shares (all on a pre-Reverse Share Split Basis) to up to 100,000,000, split into 20,000,000 Series A Preferred Shares, 20,000,000 Series B Preferred Shares, 20,000,000 Series C Preferred Shares, 20,000,000 Series D Preferred Shares and 20,000,000 Series E Preferred Shares (all on a post-Reverse Share Split Basis). If the Additional Amendment Proposal is approved, the increase in the authorized Ordinary Shares and Preferred Shares will:

The increases in the authorized share capital set out in (b) and (c) above will occur when the limits described therein are equaled or exceeded without any need of further action from the Board or the Company’s shareholders.

If the Additional Amendment Proposal is approved and the Reverse Share Split occurs, the number of Ordinary Shares that will be issued on a fully diluted basis (assuming the Final Closing) as a percentage of the Ordinary Shares we are authorized to issue will range from 99.5%, if the split ratio is on the high end of the Split Ratio Range, to 26.6%, if the split ratio is on the low end of the Split Ratio Range.

The affirmative vote of a majority of the votes cast is required for approval of the Reverse Share Split Proposal. For the purpose of the vote on this proposal, abstentions, broker non-votes and other shares not voted will not be counted as votes cast and will have no effect on the result of the vote, although they will be considered present for the purpose of determining the presence of a quorum.

The Board believes that the Additional Amendment Proposal is necessary to reach the Final Closing (as it is a condition precedent to the Final Closing) and for the future direction of the Company. To that end:

The Board recommends that you vote “FOR” the Additional Amendment Proposal.