Silexion Therapeutics Corp

This management proposal asks shareholders to authorize an increase in the Company’s authorized share capital by 50,000,000 ordinary shares (from 9,000,000 to 59,000,000). Management seeks this approval primarily to preserve the Company’s Nasdaq listing by enabling issuances that will help the Company maintain at least $2.5 million of shareholders’ equity under Nasdaq’s Equity Standard, and secondarily to provide the flexibility to conduct financings, satisfy conversion obligations (including the Moringa sponsor promissory note), and support potential business-development transactions. The proxy explains that the Company currently has no available unissued authorized shares beyond existing commitments (warrants, equity incentive plan reserves, the Moringa promissory note and the ATM), and therefore cannot execute on ATM sales or other financings without the increase. The Board frames the increase as the minimum necessary to sustain near- to mid-term capital needs and to maximize the $13.17 million potential under the ATM; it also emphasizes preserving the Nasdaq listing as critical to liquidity and shareholder value. The proposal includes a formal ordinary-resolution text and a restated paragraph for the Memorandum of Association. The Board acknowledges dilution and potential price pressure as material risks but intends to manage issuance decisions to minimize unnecessary dilution and support the trading market. Shareholders should weigh the near-term dilution risk against the strategic necessity of retaining the Nasdaq listing and preserving the Company’s ability to fund ongoing preclinical and clinical development of its RNAi candidates. The Board unanimously recommends a vote FOR, citing preservation of listing status and operational financing flexibility as its rationale.

This management proposal requests shareholder approval to amend the 2024 Equity Incentive Plan’s evergreen provision so that, effective January 1, 2026, the annual automatic increase will be calculated to yield a total reserved pool across all equity plans equal to 10% of the Company’s issued and outstanding shares on a fully diluted basis (unless the Board sets a lesser amount). Management argues the change is necessary because the Company’s issued share count is dynamic—driven by frequent financings, conversions and ATM activity—and a fixed 5% annual increase may not preserve an adequately sized share pool for competitive grants in years when outstanding shares increase materially. The amendment is also needed to comply with Nasdaq Listing Rule 5635(c), which requires shareholder approval for material plan amendments, and management presents the 10% target as consistent with institutional investor guidance and market practice. The Company quantifies the immediate impact: under current figures the amendment would add 594,900 shares on January 1, 2026 (vs. ~156,333 under a 5% rule), yielding a total reserved pool equal to 10% on a fully diluted basis. Management acknowledges dilution risk from larger automatic increases but emphasizes that the Board and compensation committee will exercise discretion to limit grants and thus manage dilution while retaining the ability to attract and retain key talent. The proposal also reduces the administrative and resource burden of frequent one-time shareholder approvals for plan increases. The Board unanimously recommends a vote FOR, asserting that the amendment will better align long-term talent incentives with shareholder interests while staying within a commonly accepted dilution threshold.