Zenas BioPharma, Inc. (ZBIO)
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AGM 2026

May 11, 2026

Lonnie Moulder
Founder, CEO, and Chairman, Zenas BioPharma Inc.

Good morning, and welcome to the 2026 Annual Meeting of stockholders of Zenas BioPharma, Inc. I'm Lonnie Moulder, Founder, Chief Executive Officer, and Chairman of Zenas. It's a pleasure to be with you today during our second Annual Meeting as a public company, and we thank you for joining us. It is 8:00 A.M. Eastern Time on May 11th, 2026, and this meeting is officially called to order. Now it is my pleasure to introduce the company's Chief Legal Officer and Corporate Secretary, Jeff Held, who will act as Secretary of the meeting and will assist with any procedural issues that may arise.

Jeff Held
Chief Legal Officer and Corporate Secretary, Zenas BioPharma Inc.

Thank you, Lonnie. We are also joined here today virtually by our Independent Auditors, Ernst & Young LLP. They will be available to respond to questions as appropriate. Heather Obi from Broadridge has taken the oath of Inspector of Elections and shall act as such for the meeting. Stockholders attending via the web portal can access a copy of the agenda and the rules of procedure for today's meeting. You may ask questions regarding the proposals being voted on at this meeting and in accordance with these rules by submitting questions via the web portal. Questions will be answered prior to the opening of polls. Although we may not be able to answer every question, we will do our best to provide a response to as many as possible.

The Board of Directors fixed March 12, 2026 as the record date for determining stockholders entitled to vote at this meeting. An affidavit of Broadridge has been delivered attesting to the fact that a notice of internet availability of the Notice of Meeting, the proxy statement, and the company's 2025 annual report was mailed commencing on March 16, 2026 to all stockholders of record as of the record date. And that affidavit will be incorporated into the minutes of this meeting. The Inspector of Elections has advised that we have present, by proxy or actually present, shares of common stock representing 52,353,541 votes or approximately 91% of the voting power on the record date. Therefore, a quorum is present for the purposes of transacting business at this meeting.

Now I will present the matters to be voted upon. Please note that we will give stockholders an opportunity to submit questions on the proposals themselves after all proposals have been presented and before polls open. Zenas has not received notice from any of its stockholders, as required under its amended and restated bylaws, of any other matter to be considered at today's Annual Meeting, and therefore, no other proposals may be properly introduced by stockholders. Proposal 1 is the election of two C lass II Directors to hold office until the 2029 Annual Meeting of stockholders and until such person's successor is duly elected and qualified or until such person's earlier death, disqualification, resignation, or removal. A majority of the votes cast for election of each Director will affect such election. The following two people have been properly nominated by the Board: James Boylan and Patrick Enright.

Proposal 2 is to ratify the appointment of Ernst & Young LLP as Zenas BioPharma, Inc.'s Independent Registered Public Accounting Firm for the fiscal year ending December 31st, 2026. The proposal requires the affirmative vote of a majority of the votes cast. If any stockholder would like to make a comment or ask a question regarding either of these proposals or the voting procedures, please submit your comment or question through the web portal at this time. Thank you. We will now proceed with voting. It is now 8:03 A.M. Eastern Time on May 11th, 2026, and the polls are now open. Any stockholder who hasn't yet voted or wishes to change their vote may do so by clicking on the voting button on the web portal and following the instructions there.

Stockholders who have sent in proxies or voted via telephone or internet and do not wish to change their vote do not need to take any further action. That completes the voting on proposals before the stockholders. It is now 8:04 A.M. Eastern Time on May 11th, 2026, and I now declare the polls for the meeting closed. We have been informed by the Inspector of Election that the preliminary vote report shows that the two nominees for election as Class II Directors of the Board have been duly elected and the appointment of Ernst & Young LLP as Zenas BioPharma, Inc.'s Independent Registered Public Accounting Firm for the fiscal year ending December 31st, 2026 has been ratified. We will be reporting the final vote results in a Form 8-K to be filed within four business days from date of this meeting.

With that, I turn the meeting back over to Lonnie.

Lonnie Moulder
Founder, CEO, and Chairman, Zenas BioPharma Inc.

Thank you, Jeff. There being no further business to come before the meeting, the 2026 Annual Meeting of stockholders of Zenas BioPharma is now adjourned. On behalf of the company, the Board, and members of management, I'd like to express my sincere appreciation to the stockholders who attended this meeting. Have a great day.

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