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 proposal allows the Board to select a ratio between one-for-five and one-for-thirty within 12 months, aiming to increase the share price and maintain Nasdaq listing.

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

• The Board unanimously recommends voting in favor of both proposals.

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.

• 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 at any time within a year after approval.

• The Board will consider market conditions, trading prices, and Nasdaq requirements in determining the split ratio.

• No officer or director has a substantial interest in the reverse split not shared by all shareholders.