Bnb Plus Corp

This management proposal asks shareholders to authorize the Board, for a one-year period, to amend the Company’s Certificate of Incorporation to implement a reverse stock split of issued and treasury common stock at a ratio selectable by the Board within a one-for-five to one-for-thirty range. Management is seeking this shareholder authority primarily to allow flexibility to address the Company’s deficiency under Nasdaq’s $1.00 minimum bid requirement and to preserve or regain the Company’s Nasdaq listing, which management views as important to liquidity, investor access, and strategic transaction optionality. The Board frames the split as a tool to increase the per-share market price to make the stock more acceptable to institutional investors and brokers that avoid low-priced securities, and to potentially reduce transaction and volatility costs associated with low-priced shares. The proposal expressly leaves the number of authorized shares unchanged, which would increase shares available for issuance post-split and could enable future financings or strategic transactions without further shareholder action. Key risks acknowledged by management include the possibility that the split will not achieve a sustained price increase, could reduce trading liquidity due to fewer outstanding shares, might create odd-lot holdings with higher transaction costs for some shareholders, and could magnify percentage declines if the post-split price falls. The Board retains discretion to choose any ratio within the approved range or to abandon the split entirely if conditions change, and will consider factors such as market conditions, trading volume, Nasdaq requirements, and strategic needs when deciding whether and when to effect the split. The Company also notes prior reverse splits (March and June 2025) and Nasdaq’s rules regarding recent reverse splits, which complicate eligibility for certain Nasdaq remedial periods and increase the regulatory and listing risk backdrop for this action. Overall, the Board recommends a vote FOR, arguing that the potential listing-preservation and strategic benefits outweigh the risks, while cautioning shareholders that no assurance exists that the split will produce the intended market or liquidity benefits.

This management proposal requests stockholder approval to adjourn the Special Meeting from time to time, if necessary or appropriate, including for the purpose of soliciting additional votes in favor of the Reverse Split Proposal or to establish a quorum. The adjournment authority is a contingency mechanism commonly used to allow further proxy solicitation when an important matter—here, the reverse split—may not receive sufficient votes or the meeting lacks a quorum. By approving the adjournment authority, shareholders enable the Board to preserve procedural flexibility without having to reconvene a separate meeting or seek additional formal approvals. The proposal is procedural rather than substantive, but it is important in practice because without the ability to adjourn, the Company could fail to secure enough votes and thereby lose the opportunity to implement the reverse split that management deems critical to Nasdaq compliance and strategic alternatives. Management recommends a vote FOR because an adjournment would facilitate reaching a decision on the reverse split and allow time for additional outreach to holders and brokers. Risks to shareholders are limited and largely procedural: adjournment could delay a final outcome and, if used repeatedly, could increase solicitation costs and prolong uncertainty. Given that broker discretionary voting is expected on this “routine” matter, management anticipates no broker non-votes and minimal practical impediment to using adjournment only as necessary. The Board’s recommendation aligns with its desire to retain flexibility to complete the reverse split vote if immediate approval is not achieved.