BNB Plus (BNBX) Proxy Filing summary

Executive summary

• A Special Meeting will be held virtually on April 28, 2026, to vote on a reverse stock split and potential adjournment to solicit more votes if needed.

• The reverse stock split would consolidate shares at a ratio between one-for-five and one-for-thirty, with the exact ratio determined by the Board within 12 months.

• The split aims to maintain Nasdaq listing, improve stock price, and enhance attractiveness to institutional investors.

• The Board is also evaluating strategic alternatives, including mergers or acquisitions, with the reverse split seen as critical to these efforts.

• Forward-looking statements caution that actual results may differ due to market and compliance risks.

Voting matters and shareholder proposals

• Stockholders will vote on granting the Board authority for a reverse stock split and on the adjournment proposal to allow more time for vote solicitation if necessary.

• Both proposals require a majority of shares present or represented by proxy to pass; abstentions count as votes against.

• The Board unanimously recommends voting FOR both proposals.

• No dissenter's or appraisal rights are provided for either proposal.

• Procedures for submitting future shareholder proposals and director nominations are outlined, with specific deadlines and requirements.

Board of directors and corporate governance

• The Board retains discretion to implement or abandon the reverse split within one year of approval.

• No officer or director has a substantial interest in the reverse split beyond their shareholdings.

• Security ownership information for directors, officers, and major shareholders is disclosed.