Mereo Biopharma Group (MREO) Proxy filing summary

Executive summary

• The annual general meeting (AGM) is scheduled for May 14, 2026, with proxy materials distributed to shareholders and ADS holders, outlining voting procedures and key proposals.

• Shareholders and ADS holders are provided with detailed instructions for voting, including online, mail, CREST, and Proxymity options, with deadlines specified for proxy submissions.

• The Board unanimously recommends voting FOR all resolutions, emphasizing their alignment with the company’s best interests and future success.

Voting matters and shareholder proposals

• Eleven resolutions are up for vote: adoption of annual report, auditor re-appointment and remuneration, approval of remuneration report and policy, executive compensation, re-election of three directors, authority to allot shares, and disapplication of pre-emption rights.

• Proposals 1–10 are ordinary resolutions requiring a simple majority; Proposal 11 is a special resolution requiring 75% approval.

• The Board recommends voting FOR all proposals, including the re-appointment of PwC as auditor and the authority to issue shares up to £3,591,354.73 nominal value until June 30, 2029.

Board of directors and corporate governance

• The Board will reduce from ten to nine members after the AGM, with three directors (Roberts, Shames, Yoskowitz) standing for re-election.

• The Board is majority independent, with separation of CEO and Chairman roles to ensure independent oversight.

• Four standing committees: Audit and Risk, Remuneration, Nomination and Corporate Governance, and Research and Development, each with defined responsibilities and independent membership.

• Board and committee meetings had high attendance, with all directors attending at least 75% of meetings in 2025.