Quantum Cyber (QUCY) Proxy filing summary

Executive summary

• Annual general meeting scheduled for June 29, 2026, in Amsterdam, with in-person attendance only; proxy materials distributed by mail and online.

• Shareholders will vote on 11 key proposals, including auditor ratification, annual accounts, director discharge, share issuance, pre-emption rights, share acquisitions, board resolutions, articles amendment, director appointment, and remuneration policy changes.

• Board recommends voting FOR all proposals, citing alignment with company and shareholder interests.

• Voting is open to shareholders of record as of June 1, 2026; multiple voting methods available, including mail, phone, and in-person.

• Forward-looking statements highlight expansion into quantum computing, cybersecurity, and autonomous defense platforms.

Voting matters and shareholder proposals

• Proposals include ratifying Kreston Lentink as auditor, adopting 2025 annual accounts, discharging directors, extending board authorizations for share issuance, pre-emption rights, and share acquisitions, approving board resolutions, amending articles, appointing Peter O'Rourke as director, and amending remuneration policy.

• All proposals require a majority of votes cast for approval; abstentions and broker non-votes have no effect.

• Only the auditor ratification is considered a routine matter for broker voting discretion.

• No dissenters' or appraisal rights are available for any proposal.

Board of directors and corporate governance

• Board consists of five directors, four of whom are independent under Nasdaq rules.

• Recent board changes include the appointment of David Natan and Avraham Ben-Tzvi and the resignation of four previous directors.

• Board committees: Audit, Compensation, and Nomination, all chaired by independent directors.

• Nomination Committee evaluates candidates based on experience, integrity, and diversity of background.

• Code of Ethics and Insider Trading Policy in place; majority independent board structure.