Quantum Cyber NV

This proposal asks shareholders to adopt the Company’s statutory annual accounts for 2025, as prepared under Dutch law, and to accept the allocation of net losses for that year. Management seeks formal shareholder approval because Dutch corporate law requires shareholder adoption of statutory accounts, which completes the financial reporting and statutory acceptance process and can impact distributions and legal discharge mechanics. The accounts were accompanied by a compilation statement from Kreston Lentink rather than a full audit, which may signal limitations in the level of assurance provided and is relevant to analysts and investors assessing financial rigor. Adoption does not itself change economic outcomes but is a necessary governance step to acknowledge 2025 results and permit downstream actions that depend on adopted accounts. The board recommends voting FOR, consistent with customary practice and the company’s interest in maintaining statutory compliance and enabling subsequent corporate steps. Given the compilation-level engagement and the company’s disclosed losses, investors should consider the financial condition context when voting. The vote is non-routine for broker-dealers, so beneficial holders should ensure instructions are given to brokers to have their votes counted. In evaluation, analysts should weigh the nature of the accountant’s engagement, the size and causes of the 2025 losses, and any related disclosures in the management report or 10-K before supporting adoption. The Board frames the proposal as procedural and in the company’s interest; however, the lower level of assurance may prompt shareholders to review the underlying financial statements and notes carefully prior to voting.

This proposal requests shareholder approval to grant each director who served during 2025 a statutory discharge from liability for their management and supervisory acts to the extent these acts are reflected in the statutory accounts, management report, or other public disclosures. Management seeks the discharge to achieve legal finality and reduce future litigation risk related to matters already disclosed, a common Dutch practice that limits post-year-end claims based on disclosed information. The effectiveness of discharge depends on the comprehensiveness of public disclosures and the adopted accounts; it does not bar claims based on undisclosed or fraudulent conduct. The board recommends FOR the discharge, framing it as protective of governance stability and consistent with corporate norms in the Netherlands. For investors, the key consideration is whether disclosures fully capture material risks and whether any unresolved issues or contingent liabilities exist that could later generate claims if discharge is granted. Given the company reported losses in 2025 and conducted material transactions (e.g., the Lazar Purchase Agreement and Settlement Agreements), shareholders should ensure those transactions and their disclosures are adequate before granting discharge. The vote is non-routine for brokers, so beneficial holders should provide voting instructions to their custodians. Ultimately, a grant of discharge aligns with standard Dutch corporate practice but requires shareholder confidence in the sufficiency and transparency of the disclosures for 2025.

This proposal asks shareholders to extend the board’s authority to issue shares and grant subscription rights over all unissued authorized capital through June 28, 2031, effectively renewing a prior five-year authorization. Management seeks this extension to maintain strategic and financing flexibility—permitting equity issuances for capital raises, M&A, and incentive grants without convening ad hoc shareholder meetings. The authorization covers the entire unissued authorized capital, which could be dilutive if exercised without strict pre-conditions; investors should consider caps, pre-emption protections, and intended use of issuance authority. The board recommends FOR the extension, arguing it enables timely execution of transactions (including the company’s stated plan to pursue acquisitions and partnerships in quantum and cybersecurity) and management of capital needs. Governance-sensitive shareholders may weigh requesting further limits (e.g., share count caps, purpose-specific carve-outs, or enhanced disclosure commitments) to mitigate dilution risk. The proposal is non-routine for brokers, so beneficial owners must provide voting instructions to their brokers. Analytically, the authorization supports execution of corporate strategy but increases potential dilution; closely monitoring subsequent issuances and related-party transactions is warranted.

This proposal would extend the board’s authority to limit or exclude shareholders’ pre-emption rights with respect to Ordinary Shares through June 28, 2031, allowing the company to issue shares to third parties without offering them pro rata to existing shareholders. Management argues this flexibility facilitates rapid capital raises and strategic transactions—particularly private placements or investor-led financings that cannot wait for full pre-emptive offers. From a shareholder-protection standpoint, limiting pre-emption rights increases dilution risk and reduces owners’ ability to maintain proportional ownership absent specific safeguards. The board recommends a FOR vote, presenting it as necessary to execute the company’s strategic plan, including planned acquisitions and partnerships in quantum and cybersecurity. Investors should assess whether the company has committed to disclosure, pricing limits, or other guardrails when pre-emption rights are excluded; absent such protections, frequent use could materially dilute existing holders. The vote is non-routine for brokers, so beneficial owners must instruct custodians. In evaluating the proposal, analysts should examine the company’s recent and contemplated financings (e.g., the Lazar Purchase Agreement), the likely counterparties for future issuances, and the potential magnitude of dilution.

This proposal seeks shareholder approval to extend the board’s authority to repurchase Ordinary Shares through December 28, 2027, enabling buybacks across open market purchases, private negotiated repurchases, self-tenders, and accelerated repurchase arrangements within specified pricing limits (nominal value up to 110% of market). Management aims to preserve flexibility to return capital, support share price, provide market liquidity, or adjust capital structure based on available cash and strategic priorities. The detailed pricing methodology ties allowable purchase prices to Nasdaq market prices or VWAP calculations over defined windows, which provides clear guardrails and reduces opportunistic pricing risk. The board recommends FOR the authorization, arguing it is a standard capital-management tool. Investors should consider this authority in the context of the company’s balance sheet, recent losses, and capital needs—authorizing buybacks while the company has reported losses could be controversial if it constrains resources needed for operations or strategic investments. The proposal is non-routine for brokers; beneficial holders must instruct brokers to vote. Analysts should evaluate the potential magnitude of repurchases, funding sources, and governance controls (e.g., limits on aggregate repurchases) before endorsing the authorization. Overall, the mechanism is conventional but its prudence depends on financial condition and strategic priorities.

This proposal would extend the board’s authority to repurchase preferred shares through December 28, 2027, allowing acquisitions via open market, private negotiation, self-tenders, or accelerated repurchase arrangements, with prices capped at the greater of the contractual cancellation amount or 110% of the market price of the Ordinary Shares into which the preferred shares convert. Management seeks this authority to actively manage the capital structure—reducing outstanding preferred stock that may carry conversion or other rights that dilute ordinary holders or complicate financing. The dual-price cap protects against overpaying but leaves room for premium purchases when cancellation terms justify it; the market-price linkage aligns value to Ordinary Share trading but requires careful calculation and governance. The board recommends FOR, framing the authority as necessary for flexible balance-sheet management. Shareholders should scrutinize potential impacts on conversion economics and dilution, particularly given the company’s multiple preferred series and conversion scenarios described elsewhere in the proxy. This is a non-routine broker matter, so beneficial owners need to provide voting instructions. Analysts should assess the potential scale of repurchases, funding sources, and whether the company’s priority should be deleveraging/preferred reductions versus operational investment.

This proposal seeks shareholder approval under Article 2:107a of the Dutch Civil Code for any current or future Board resolutions made in good faith relating to the Company’s strategic expansion into quantum computing, next-generation cybersecurity, and autonomous defense technologies, and to ratify any such prior resolutions requiring shareholder approval. Management frames the vote as a legal compliance and governance step to permit the Board to pursue new business lines (post-quantum cryptography, zero-trust architecture, autonomous systems) and associated acquisitions or contracts without procedural challenge. The proposal is consequential because it formally authorizes a significant strategic pivot and may encompass material transactions, partnerships, or changes in the company’s objects clause that have operational, regulatory, and reputational implications. The Board recommends FOR, citing the need to pursue strategic opportunities and to regularize actions already taken in good faith. From an investor perspective, the proposal raises questions about scope, oversight, and safeguards—shareholders should seek clarity on limits, approval thresholds for major transactions, and disclosure commitments to avoid unchecked strategic drift. The ratification of past actions also reduces retrospective risk for the company but removes an opportunity for shareholders to challenge those actions. Analysts should review the Form 8-K disclosure referenced in the proxy, the related strategic plan, and potential regulatory or export-control issues tied to defense technologies before supporting ratification. Overall, while legally routine in form, the substance implicates a material change in business focus and merits careful shareholder scrutiny.

This proposal requests shareholder approval to amend the Articles of Association to expand the company’s objects clause to cover the assembly and operation of a ‘‘quantum-ready’’ system of autonomous defense platforms (e.g., drone warfare, C-UAS, demining, command-and-control) and to authorize notaries to execute the Deed of Amendment. Management says the change is necessary because the board must operate within the company’s objects; therefore, adding these activities is a precondition to pursuing the stated strategic pivot. The amendment represents a meaningful shift from the company’s historical focus on molecular genetic diagnostics toward defense- and national-security-related technologies, which raises potential regulatory, reputational, and export-control considerations. The board recommends FOR, arguing legal necessity and alignment with strategic plans disclosed in the proxy and Form 8-K. Shareholders should weigh the strategic rationale and potential benefits (new markets, higher growth opportunities) against geopolitical, compliance, and ESG risks associated with defense activities. The vote is non-routine for brokers, so beneficial holders must provide voting instructions. Analysts should evaluate the company’s capabilities, management pedigree, and integration plan for making this pivot credible before supporting the amendment. The Deed of Amendment text is appended as Annex C, and shareholders should review it to confirm the precise drafting and scope of the new objects.

This proposal asks shareholders to approve substantial amendments to the directors’ Remuneration Policy as set out in Annex E, including significant increases in equity and cash pay opportunity for the board and non-executive directors. Management and the Compensation Committee argue the changes align pay with market practice and the company’s strategic needs, increasing the Board’s potential annual equity allocation dramatically (from 500,000 to 10,000,000 shares) and raising fixed fees for non-executives to $100,000 (from $50,000), plus larger long-term-incentive award caps. The proposal is material because it increases potential dilution and raises ongoing cash compensation expense; shareholders should evaluate whether the increases are justified by peer practice, the company’s performance, and governance safeguards (vesting schedules, performance conditions, and aggregate limits across plans). The board recommends FOR, presenting the amendments as necessary to attract and retain qualified directors during a strategic transformation. Investors should review the full Annex E, assess whether grant limits are accompanied by performance metrics and anti-dilution safeguards, and consider potential conflicts where directors may receive larger awards that could influence governance independence. Because this is a non-routine broker matter, beneficial holders must instruct custodians to vote. In sum, while the changes could support board effectiveness, they materially alter compensation and dilution dynamics and therefore merit careful shareholder scrutiny.