Silexion Therapeutics Corp

This management proposal requests shareholder approval to amend the Memorandum of Association to increase the Company’s authorized share capital by 50,000,000 ordinary shares (to a total of 59,000,000). Management frames the increase as necessary primarily to maintain compliance with Nasdaq’s Equity Standard (Rule 5550(b)(1)), which requires a minimum of $2.5 million in shareholders’ equity, and to provide the flexibility to conduct equity financings (including ATM sales, follow-on offerings and warrant exercises), convert outstanding promissory note obligations, and pursue business development transactions. The Company emphasizes that without additional authorized but unissued shares it cannot fully utilize its ATM capacity, grant equity awards under its plans, or convert outstanding commitments. The requested increase is described as the minimum needed to sustain Nasdaq compliance and near-to-mid-term operational and financing needs; the proposal will be proportionally adjusted if a reverse split is later implemented. Management acknowledges dilution risk from future issuances but intends to manage issuance timing and terms to be value-enhancing and to minimize unnecessary dilution. The Board recommends the vote “FOR” on the grounds that preserving the Nasdaq listing and providing financing flexibility are critical to advancing clinical programs and creating shareholder value. The proposal previously failed at a prior meeting, and management notes changes in shareholder composition that it believes may improve the odds of approval. If shareholders do not approve, the Company warns it may be unable to maintain Nasdaq compliance or pursue necessary financings, which could materially impair operations and access to capital.

This management proposal asks shareholders to approve a material amendment to the 2024 Equity Incentive Plan’s evergreen provision, replacing a fixed 5% annual increase with a formula designed to yield an aggregate reserve equal to 10% of outstanding shares on a fully diluted basis as of each January 1. Management argues this change is needed because the Company’s issued share count is dynamic—driven by frequent financings and other issuances—and a relative target better preserves competitive grant capacity without repeated shareholder votes. The proposal is also being presented to satisfy Nasdaq Listing Rule 5635(c), which requires shareholder approval for certain material plan amendments. The proxy explains by example that under current share counts the new formula would have added 594,900 shares on January 1, 2026 instead of ~156,333 under the 5% rule, illustrating the practical effect of the amendment. Management emphasizes control remains with the Board, which can set a lesser increase in any year, and that the 10% fully-diluted cap is consistent with institutional investor norms intended to limit dilution. The Company frames the change as a tool to attract and retain critical biotech talent while minimizing administrative burden and transaction costs from frequent one-time shareholder approvals. The Board recommends a vote “FOR” because the amendment supports long-term talent incentives essential to advancing clinical programs, while the compensation committee will exercise judgment to manage dilution. Risks disclosed include increased potential dilution to existing shareholders if awards are granted and exercised under the enlarged evergreen.

This management proposal asks shareholders to grant the Board authority to effect a reverse share split at a ratio between 1-for-4 and 1-for-10, with the precise ratio to be chosen by the Board based on market conditions immediately prior to the meeting. The Company states the primary purpose is to ensure continued compliance with Nasdaq’s minimum bid price requirement ($1.00 per share, Rule 5550(a)(2)) and to protect the listing—an asset the Board views as essential for liquidity and access to capital. The filing notes the Company previously effected reverse splits (1-for-9 in November 2024 and 1-for-15 in July 2025) to address prior deficiencies, highlighting the Board’s readiness to use this tool again. Implementation would adjust issued and authorized share counts and par value proportionally, with fractional shares rounded to the nearest whole share, and would include proportionate adjustments to outstanding awards and warrants. Management acknowledges that a reverse split does not guarantee a proportional or sustained increase in market capitalization and warns of potential adverse effects on liquidity, volatility and odd-lot holdings; the Board will only implement the split if it deems it likely to improve trading price and preserve listing. The Board recommends a “FOR” vote, stressing that the authority provides strategic flexibility to address near-term pricing risks and facilitate financings while reserving the right not to implement the split if market conditions render it unhelpful. The proposal balances the immediate listing-protection rationale against known risks that reverse splits can coincide with reduced liquidity and increased volatility and therefore must be deployed judiciously.