MAINZ BIOMED N.V.

PROPOSAL 4

APPROVAL OF THE REVERSE SPLIT AMENDMENT PROPOSAL

As set out in further detail below, you are being asked to consider the Reverse Split Amendment Proposal to amend the Articles of Association of the Company (and to authorize CMS to have the deed of amendment of articles of association executed) to affect the Reverse Share Split that will be at a ratio ranging from one for two (1:2) to one for one-hundred (1:100).

Overview

Approval of the Reverse Split Amendment Proposal would approve an amendment to the Articles of Association to provide for the Reverse Share Split that will be at a ratio that is within the Split Ratio Range, the final determination of which shall be determined by the Board. The form of the unofficial English translation attached of the Deed of Amendment to the Articles of Association effecting the Reverse Share Split is attached as Annex B to this proxy statement. Approving the Reverse Split Amendment Proposal would not immediately cause the Reverse Share Split but rather would grant authorization to our Board to effect the Reverse Share Split with a split ratio within the Split Ratio Range, if, and when determined by our Board. Although the Reverse Split Amendment would not change the number Ordinary Shares or Preferred Shares that we are authorized to issue, if the Additional Amendment Proposal is approved, the Share Capital Increase would increase number Ordinary Shares or Preferred Shares that we are authorized to issue. Our Board shall have sole discretion to elect, as it determines to be in the Company’s best interests, whether or not to effect the Reverse Share Splits and the exchange ratios within the Split Ratio Range, as soon as practicable.

Reverse Share Split

If the Reverse Split Amendment Proposal is approved by our shareholders and following such approval our Board determines that effecting the Reverse Share Split is in the best interests of the Company and our shareholders, the Reverse Share Split would become effective upon execution of the Deed of Amendment of the Articles of Association. If the Board determines to enact the Reverse Share Split, the amended Articles of Association would state the number of outstanding Ordinary Shares to be combined into one Ordinary Share and the number of Preferred Shares to be combined into one Preferred Share (of the same series), at the ratio approved by our Board within the Split Ratio Range. The Reverse Share Split would affect the nominal value of our Ordinary Shares and Preferred Shares. The nominal value of each of those securities would increase by the inverse of the Stock Split Ratio

Although we presently intend to effect the Reverse Share Split when and if necessary to maintain compliance with The Nasdaq Stock Market LLC’s minimum bid price requirement, our Board will have a right not to effect the Reverse Share Split, notwithstanding our shareholders’ adoption of the Reverse Share Split Proposal. Our Board may consider a variety of factors in determining whether or not to effect the Reverse Share Split and if so, the appropriate range within the Split Ratio Range, including overall trends in the stock market, recent changes and anticipated trends in the per-share market price of our Ordinary Shares, business developments and our actual and projected financial performance.

Purpose and Overview of the Reverse Share Split

Our Ordinary Shares are listed on the Nasdaq Capital Market. Our primary objective in effectuating the Reverse Share Split would be to attempt to raise the per-share trading price of our Ordinary Shares to continue our listing on The Nasdaq Capital Market. To maintain listing, The Nasdaq Capital Market requires, among other things, that our Ordinary Shares maintain a minimum closing bid price of $1.00 per share for 30 consecutive trading days (the “Minimum Bid Requirement”. As of March 23, the last closing price for our Ordinary Shares on The Nasdaq Capital Market was $0.48 per share, and it has been below $1.00 for over 30 consecutive trading days On March 20, 2026, we received notice from Nasdaq of our non-compliance with this listing requirement. Nasdaq has granted us a 180-calendar day compliance period, or until September 16, 2026 (the “Compliance Period”), to regain compliance with the Minimum Bid Price Requirement, which Compliance Period may be extended at Nasdaq’s discretion for an additional 180 days. During the Compliance Period, our Ordinary Shares will continue to be listed and traded on the Nasdaq Capital Market. If at any time during the Compliance Period, the bid price of our Ordinary Shares closes at or above $1.00 per share for at least 20 consecutive trading days (or, at Nasdaq’s discretion, ten consecutive trading days), Nasdaq will provide the Company with written confirmation of compliance with the Minimum Bid Price Requirement and the matter will be closed.

Our Board is seeking the Reverse Split Amendment Proposal to have the authority to effectuate the Reverse Share Split as a means of increasing the share price of our Ordinary Shares above $1.00. We expect that the Reverse Share Split would increase the bid price per Ordinary Share and reduce the risk of our shares trading below $1.00 in the future, thereby satisfying or maintaining this listing requirement. However, the Reverse Share Split might not have that effect, initially or in the future, and even if we undertake it, we might not be able to regain compliance with the Minimum Bid Requirement or to maintain such compliance if we do. The proposed Reverse Share Split is not intended to be an anti-takeover device.

We believe that the decrease in the number of shares of our outstanding Ordinary Shares because of the Reverse Share Split, and the anticipated increase in the price per share, would possibly promote greater liquidity for our shareholders with respect to their shares. However, liquidity may be adversely affected by the reduced number of shares that would be outstanding if the Reverse Share Split is effected, particularly if the price per share of our Ordinary Shares begins a declining trend after the Reverse Share Split is effectuated.

The Reverse Share Split might not achieve any of the desired results. The price per Ordinary Share immediately after the Reverse Share Split might not increase proportionately with the Reverse Share Split, and any increase might not be sustained for any period of time. Although we believe the Reverse Share Split is the most likely way to regain compliance with the Minimum Bid Requirement, the Reverse Share Split cannot guarantee we would be in compliance with the market capitalization, net worth or shareholders’ equity or other criteria that are or maybe required to maintain our listing on The Nasdaq Capital Market.

If our Ordinary Shares were delisted from The Nasdaq Capital Market, we believe that the trading of our Ordinary Shares would thereafter be conducted on the OTC Bulletin Board or the “pink sheets.” If that occurs, an investor may find it more difficult to dispose of, or to obtain accurate quotations as to the price of, our Ordinary Shares. To relist the Ordinary Shares on The Nasdaq Capital Market, we would be required to meet the initial listing requirements for either The Nasdaq Capital Market, which are more stringent than the maintenance requirements.

If our Ordinary Shares were delisted from The Nasdaq Capital Market and the price of our Ordinary Shares were below $5.00 at such time, such shares could come within the definition of “penny stock” as defined in the Exchange Act and would be covered by Rule 15g-9 of the Exchange Act. That rule imposes additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $5 million or individuals with net worth in excess of $1 million or annual income exceeding $200,000 or $300,000 jointly with their spouse). For transactions covered by Rule 15g-9, the broker-dealer must make a special suitability determination for the purchaser and receive the purchaser’s written agreement to the transaction prior to the sale. These additional sales practice restrictions would make trading in our Ordinary Shares more difficult and the market less efficient.

In evaluating whether to seek authorization to enact the Reverse Share Split Proposal, our Board took into consideration negative factors associated with reverse share splits. These factors include: (i) the negative perception of reverse share splits that investors, analysts and other stock market participants may hold; (ii) the fact that the stock prices of some companies that have effected reverse share splits have subsequently declined, sometimes significantly, following their reverse share splits; (iii) the Company’s previous experience of effectuating a reverse share split; (iv) the possible adverse effect on liquidity that a reduced number of outstanding shares could cause; and (v) the costs associated with implementing a reverse share split.

Even if our shareholders approve the Reverse Split Amendment Proposal, our Board reserves the right not to effect the Reverse Share Split if in our Board’s opinion it would not be in the best interests of the Company or our shareholders to effect the Reverse Share Split.

Risks Associated with the Reverse Share Split

We cannot predict whether the Reverse Share Split, if completed, will increase the market price for our Ordinary Shares. The history of similar share split combinations for companies in like circumstances is varied. There is no assurance that:

If the Reverse Split Amendment Proposal and the Additional Amendment Proposal are approved and the Reverse Share Split is undertaken, the Reverse Share Split would occur at the same time as the Share Capital Increase. Therefore, the number of Ordinary Shares and Preferred Shares that are authorized and unissued will increase relative to prior to the Reverse Share Split. The Board may authorize the issuance of the remaining authorized and unissued shares without further shareholder action for a variety of purposes. The issuance of additional shares would be dilutive to our existing shareholders and may cause a decline in the trading price of our Ordinary Shares. The issuance of authorized but unissued Ordinary Shares and Preferred Shares could be used to deter a potential takeover of us that may otherwise be beneficial to shareholders by diluting the shares held by a potential suitor or issuing shares to a shareholder that will vote in accordance with the Board’s desires. A takeover may be beneficial to independent shareholders because, among other reasons, a potential suitor may offer such shareholders a premium for their shares compared to the then-existing market price. We do not have any plans or proposals to adopt provisions or enter into agreements that may have material anti-takeover consequences.

The market price of our Ordinary Shares is based on our performance and other factors, some of which are unrelated to the number of shares outstanding. If the Reverse Share Split is effected and the market price of our Ordinary Shares declines, the percentage decline as an absolute number and as a percentage of our overall market capitalization may be greater than would occur in the absence of a Reverse Share Split.

Principal Effects of the Reverse Share Split on Our Ordinary Shares and Preferred Shares; No Fractional Shares

If the Reverse Share Split were enacted, the principal effect of the Reverse Share Split would be to reduce the number of issued and outstanding Ordinary Shares and Preferred Shares, depending on the Split Ratio Range set forth in the Reverse Share Split Amendment, from (i) 12,515,336 Ordinary Shares issued and outstanding as of the Record Date to between 6,257,668 shares and 125,154 Ordinary Shares, (ii) 1,000,000 Series A Preferred Shares issued and outstanding as of the Record Date to between 500,000 Series A Preferred Shares and 10,000 Series A Preferred Shares, (iii) 1,000,000 Series B Preferred Shares issued and outstanding as of the Record Date to between 500,000 Series B Preferred Shares and 10,000 Series B Preferred Shares and (iv) 1,000,000 Series C Preferred Shares issued and outstanding as of the Record Date to between 500,000 Series C Preferred Shares and 10,000 Series C Preferred Shares. If the Reverse Share Split is effectuated, the total number of our Ordinary Shares and Preferred Shares each shareholder holds would be reclassified automatically into a number of respective shares equal to the number of Ordinary Shares or Preferred Shares each shareholder held immediately prior to the Reverse Share Split divided by the ratio approved by the Board within the Split Ratio Range and set forth in the applicable amendment.

If the Reverse Split Amendment Proposal and the Additional Amendment Proposal are approved and the Reverse Share Split is undertaken, the Reverse Share Split would occur at the same time as the Share Capital Increase. Therefore, the number of Ordinary Shares and Preferred Shares that are authorized and unissued will increase relative to prior to the Reverse Share Split. Apart from the sale of the Series D Preferred Shares and the Series E Preferred Shares, we have no commitment, arrangement, or agreement regarding the issuance of Ordinary Shares, Preferred Shares or securities convertible into Ordinary Shares or Preferred Shares subsequent to this proposed increase in the number of authorized shares at this time, and we have not allocated any specific portion of the proposed increase in the authorized number of shares to any particular purpose (other than the potential conversion of the Preferred Shares). However, we have in the past conducted certain public and private offerings of our securities, and we will continue to require additional capital in the near future to fund our operations. We may also seek to acquire additional operations or assets, and to do so we would likely need to issue securities in connection with such acquisition. As a result, it is foreseeable that we will seek to issue such additional Ordinary Shares or Preferred Shares in connection with any such capital raising activities, or any of the other activities described above.

The Reverse Share Split would affect all of our shareholders uniformly and would not affect any shareholder’s percentage ownership interests, except to the extent that the Reverse Share Split results in such shareholder owning a fractional share, which shall equal one whole share.

Principal Effects of the Reverse Share Split on Outstanding Options

As of the Record Date, we had 449,480 options outstanding, which may be exercised into 449,480 Ordinary Shares upon vesting. If the Reverse Share Split becomes effective, the number of Ordinary Shares into which they may be exercised would be divided by the number of Ordinary Shares being combined into Ordinary Share in the Reverse Share Split. The number of shares reserved under our 2025 Omnibus Incentive Plan would decrease by the ratio approved by the Board within the Split Ratio Range.

Accounting Matters

The Reverse Share Split would affect the nominal value of our Ordinary Shares and Preferred Shares. The nominal value of each of those securities would increase by the inverse of the Stock Split Ratio. As a result, on the effective date of the Reverse Share Split, if enacted, the stated capital on our balance sheet attributable to our Ordinary Shares and Preferred would remain the same for any issues and outstanding Ordinary Shares and Preferred Shares.

The per-share net income or loss and net book value of our Ordinary Shares would be increased because there would be fewer shares of our Ordinary Shares outstanding]

Beneficial Holders of Our Ordinary Shares (Shareholders Who Hold in “Street Name”)

Upon the Reverse Share Split, we intend to treat shares held by shareholders in “street name,” through a broker, in the same manner as registered shareholders whose shares are registered in their names. Brokers would be instructed to effect the Reverse Share Split for their beneficial holders holding our Ordinary Shares in “street name.” However, brokers may have different procedures than registered shareholders for processing the Reverse Share Split and making payment for fractional shares. Shareholders holding Ordinary Shares with a broker and having any questions in this regard should contact their broker.

Registered “Book-Entry” Holders of Our Ordinary Shares

If a shareholder holds registered shares in book-entry form with the transfer agent, no action needs to be taken to receive post-Reverse Share Split shares or cash payment in lieu of any fractional share interest, if applicable. If such a shareholder is entitled to post-Reverse Share Split shares, a transaction statement would automatically be sent to such shareholder’s address of record indicating the number of shares of our Ordinary Shares held following the Reverse Share Split.

No Dissenters’ Rights

Under Dutch law, our shareholders are not entitled to dissenters’ rights or rights of appraisal in connection with the implementation of the Reverse Share Split, and we will not independently provide our shareholders with any such rights.

Material Federal Income Tax Consequences of the Reverse Share Split

The following summary describes certain material U.S. federal income tax consequences of the Reverse Share Split to holders of our Ordinary Shares.

For purposes of this summary a “non-U.S. holder” is any beneficial owner of our Ordinary Shares that is not a “U.S. holder.” A “U.S. holder” is any of the following:

This summary does not address all of the tax consequences that may be relevant to any particular shareholder, including tax considerations that arise from rules of general application to all taxpayers or to certain classes of taxpayers or that are generally assumed to be known by shareholders. This summary also does not address the tax consequences to (i) persons that may be subject to special treatment under U.S. federal income tax law, such as banks, insurance companies, thrift institutions, regulated investment companies, real estate investment trusts, tax-exempt organizations, U.S. expatriates, persons subject to the alternative minimum tax, traders in securities that elect to mark to market and dealers in securities or currencies, (ii) persons that hold our Ordinary Shares as part of a position in a “straddle” or as part of a “hedging,” “conversion” or other integrated investment transaction for federal income tax purposes, or (iii) persons that do not hold our Ordinary Shares as “capital assets” (generally, property held for investment).

This summary is based on the provisions of the Code (as defined above), U.S. Treasury regulations, administrative rulings and judicial authority, all as in effect as of the date of this proxy statement. Subsequent developments in U.S. federal income tax law, including changes in law or differing interpretations, which may be applied retroactively, could have a material effect on the U.S. federal income tax consequences of the Reverse Share Split.

EACH SHAREHOLDER SHOULD CONSULT ITS OWN TAX ADVISOR REGARDING THE U.S. FEDERAL, STATE, LOCAL, AND FOREIGN INCOME AND OTHER TAX CONSEQUENCES OF THE REVERSE SHARE SPLIT.

If a partnership (or other entity classified as a partnership for U.S. federal income tax purposes) is the beneficial owner of our Ordinary Shares, the U.S. federal income tax treatment of a partner in the partnership will generally depend on the status of the partner and the activities of the partnership.

Partnerships that hold our Ordinary Shares, and partners in such partnerships, should consult their own tax advisors regarding the U.S. federal income tax consequences of the Reverse Share Split.

U.S. Holders

The Reverse Share Split should be treated as a recapitalization for U.S. federal income tax purposes. Therefore, except as described below with respect to cash in lieu of fractional shares, no gain or loss will be recognized upon the Reverse Share Split. In addition, the aggregate tax basis in the Ordinary Shares received pursuant to the Reverse Share Split should equal the aggregate tax basis in the Ordinary Shares surrendered (excluding the portion of the tax basis that is allocable to any fractional share), and the holding period for the Ordinary Shares received should include the holding period for the Ordinary Shares surrendered.

A U.S. holder that receives cash in lieu of a fractional Ordinary Share in the Reverse Share Split generally will be treated as having received such fractional share and then as having received such cash in redemption of such fractional share interest. A U.S. holder generally will recognize gain or loss measured by the difference between the amount of cash received and the portion of the basis of the pre-Reverse Share Split Ordinary Shares allocable to such fractional interest. Such gain or loss generally will constitute capital gain or loss and will be long-term capital gain or loss if the U.S. holder’s holding period in our Ordinary Shares surrendered in the Reverse Share Split was greater than one year as of the date of the exchange.

U.S. Information Reporting and Backup Withholding

Information returns generally will be required to be filed with the Internal Revenue Service (“IRS”) with respect to the receipt of cash in lieu of a fractional Ordinary Share pursuant to the Reverse Share Split in the case of certain U.S. holders. In addition, U.S. holders may be subject to a backup withholding tax at the rate specified in the Code on the payment of such cash if they do not provide their taxpayer identification numbers in the manner required or otherwise fail to comply with applicable backup withholding tax rules. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be refunded or allowed as a credit against the U.S. holder’s federal income tax liability, if any, provided the required information is timely furnished to the IRS.

Non-U.S. Holders

Generally, non-U.S. holders will not recognize any gain or loss upon completion of the Reverse Share Split. In particular, gain or loss will not be recognized with respect to cash received in lieu of a fractional share provided that (a) such gain or loss is not effectively connected with the conduct of a trade or business in the United States (or, if certain income tax treaties apply, is not attributable to a non-U.S. holder’s permanent establishment or fixed base in the United States), (b) with respect to non-U.S. holders who are individuals, such non-U.S. holders are present in the United States for less than 183 days in the taxable year of the Reverse Share Split and other conditions are met, and (c) such non-U.S. holders comply with certain certification requirements.

U.S. Information Reporting and Backup Withholding Tax

In general, backup withholding and information reporting will not apply to payments of cash in lieu of a fractional Ordinary Share to a non-U.S. holder pursuant to the Reverse Share Split if the non-U.S. holder certifies under penalties of perjury that it is a non-U.S. holder and the applicable withholding agent does not have actual knowledge to the contrary. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be refunded or allowed as a credit against the non-U.S. holder’s U.S. federal income tax liability, if any, provided that certain required information is timely furnished to the IRS. In certain circumstances the amount of cash paid to a non-U.S. holder in lieu of a fractional share of our Ordinary Shares, the name and address of the beneficial owner and the amount, if any, of tax withheld may be reported to the IRS.

The affirmative vote of a majority of the votes cast is required for approval of the Reverse Split Amendment 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.

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