Exhibit 99.2

 

SILYNXCOM LTD.
NETANYA, ISRAEL

 

PROXY STATEMENT

 

ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 24, 2026

 

The enclosed proxy statement (the “Proxy Statement”) is being solicited by the board of directors (the “Board of Directors”) of Silynxcom Ltd. (the “Company”) for use at the Company’s annual general meeting of shareholders (the “Meeting”) to be held at on Tuesday, November 24, 2026, at 4:00 p.m. Israel time, or at any adjournment or postponement thereof, at the Company’s office, located at 7 Giborei Israel, Netanya, 4250407, Israel.

 

Upon the receipt of a properly executed proxy in the form enclosed, the persons named as proxies therein will vote the ordinary shares, no par value per share, of the Company (the “Ordinary Shares”) covered thereby in accordance with the directions of the shareholders executing such proxy. In the absence of such directions, and except as otherwise mentioned in this Proxy Statement, the Ordinary Shares represented thereby will be voted “FOR” on each of the proposals described in this Proxy Statement (the “Proposals”).

 

Quorum and Adjournment

 

Two or more shareholders present, in person or by proxy, holding in the aggregate not less than twenty-five percent (25%) of the Company’s outstanding Ordinary Shares, shall constitute a quorum for the Meeting. If within half an hour from the time the Meeting is convened a quorum is not present, the Meeting shall be adjourned until Tuesday, November 24, 2026, at 6:00 p.m. Israel time (the “Adjourned Meeting”). At the Adjourned Meeting, any number of shareholders present in person or by proxy shall be deemed a quorum and shall be entitled to deliberate and to resolve in respect of the matters for which the Meeting was convened. Abstentions and broker non-votes are counted as Ordinary Shares present for the purpose of determining a quorum.

 

Vote Required for Approval of Each of the Proposals

 

Pursuant to the Israeli Companies Law, 5759-1999 (the “Companies Law”), Proposal nos. 1 and 2 described hereinafter each require the affirmative vote of shareholders present at the Meeting, in person or by proxy, and holding Ordinary Shares of the Company amounting in the aggregate to at least a majority of the votes actually cast by shareholders with respect to such proposal (a “Simple Majority”).

 

Broker Non-Votes

 

Abstentions and “broker non-votes” are counted as present and entitled to vote for purposes of determining a quorum. A “broker non-vote” occurs when a bank, broker or other holder of record holding Ordinary Shares for a beneficial owner attends the Meeting but does not vote on a particular Proposal because that holder does not have discretionary voting power for that particular item and has not received instructions from the beneficial owner. Brokers that hold ordinary shares of the Company in “street name” for clients (as described below) typically have authority to vote on “routine” Proposals even when they have not received instructions from beneficial owners. The only item on the Meeting agenda that may be considered routine is Proposal No. 1 relating to the reappointment of the Company’s independent registered public accounting firm; however, we cannot be certain whether Proposal No. 1 will be treated as a routine matter since our proxy statement is prepared in compliance with the Companies Law, rather than the rules applicable to domestic U.S. reporting companies. Therefore, it is important for a shareholder that holds ordinary shares of the Company through a bank or broker to instruct its bank or broker how to vote its ordinary shares of the Company, if the shareholder wants its ordinary shares of the Company to count for the Proposals.

 

  

 

 

Proposed Additional Agenda Items

 

In accordance with the Companies Law, and regulations promulgated thereunder, any shareholder of the Company holding at least 1% of the outstanding voting rights of the Company for the Meeting may submit to the Company a proposed additional agenda item for the Meeting (and in case of a proposed additional agenda item for nominating or removal of a director, at least 5% (five percent) of the outstanding voting rights of the Company) to Mr. Nir Klein, Company’s Chief Executive Officer and director; e-mail address: kleinnir@s-o-s.co.il, no later than October 27, 2026. All such submissions must comply with the requirements under the Companies Law, the regulations promulgated thereunder, and the Company’s amended and restated articles of association (the “Company’s Articles”).

 

Position Statements

 

Shareholders wishing to express their position on an agenda item for this Meeting may do so by submitting a written statement (a “Position Statement”) to the Company’s offices, at 7 Giborei Israel, Netanya, 4250407, Israel. Any Position Statement received will be furnished with the U.S. Securities and Exchange Commission (the “SEC”) on a Report of Foreign Private Issuer on Form 6-K and will be made available to the public on the SEC’s website at www.sec.gov. Position Statements should be submitted to the Company no later than November 14, 2026. A shareholder is entitled to contact the Company directly and receive the text of the proxy card and any Position Statement. The Board of Directors’ response to the Position Statement will be submitted no later than November 19, 2026.

 

There may be changes on the agenda after publishing the Proxy Statement and there may be Position Statements which can be published. Therefore, the most updated agenda will be furnished to the SEC on a Report of Foreign Private Issuer on Form 6-K and will be made available to the public on the SEC’s website at www.sec.gov.

 

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PROPOSAL 1
TO RE-APPOINT Ziv Haft, Certified Public Accountants (Isr.), a BDO
member FIRM, AS INDEPENDENT auditor OF THE COMPANY
AND TO
AUTHORIZE THE COMPANY’S BOARD OF DIRECTORS TO DETERMINE THE
COMPENSATION OF ZIV HAFT UNTIL THE NEXT ANNUAL GENERAL MEETING

 

Under the Companies Law, the appointment of independent public accountants requires the approval of the shareholders of the Company.

 

The Board of Directors has authorized and approved the re-appointment of the accounting firm of Ziv Haft, Certified Public Accountants (Isr.), a BDO Member firm (“Ziv Haft”), as the Company’s independent auditor until the next annual general meeting, after examining, among other things, its expertise, experience in the industry in which the Company operates, the length of time they have served as an auditor of the Company and its independence as an auditor.

 

On October 13, 2026, the Board of Directors determined, pursuant to the recommendation of the Company’s audit committee (the “Audit Committee”), that the compensation of Ziv Haft is reasonable, after examining, among other things, the scope of its work and the complexity and scope of the Company’s activities.

 

The Board of Directors believes that the re-appointment of Ziv Haft as the independent auditor of the Company is appropriate and in the best interest of the Company and its shareholders.

 

For additional information on the fees paid by the Company and its subsidiaries to Ziv Haft in each of the previous two fiscal years, please see Item 16C ‘Principal Accountant Fees and Services’ in the Company’s annual report on Form 20-F for the year ended December 31, 2025, filed with the SEC on April 30, 2026.

 

The shareholders of the Company are requested to adopt the following resolution:

 

“RESOLVED, to re-appoint Ziv Haft as the Company’s independent auditor until the next annual general meeting, and to authorize the Board of Directors to determine their compensation until the next annual general meeting.”

 

The re-appointment of Ziv Haft requires the affirmative vote of a Simple Majority.

 

The Board of Directors unanimously recommends a vote FOR the above proposal.

 

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PROPOSAL 2
TO RE-elect mr. nir klein and Ms. YAFIT KERET AS class Iii directors for a three-year term

 

Under the Companies Law and the Company’s Articles, the management of the Company’s business is vested in the Board of Directors. The Board of Directors may exercise all powers and may take all actions that are not specifically granted to our shareholders. The Company’s Articles provide that the Company may have at least three (3) and not more than twelve (12) directors, including the external directors.

 

The Board of Directors currently consists of seven (7) directors. The Company’s directors, excluding the external directors (who shall be elected and serve in office in strict accordance with the provisions of the Companies Law, if so required by the Companies Law), are divided into three classes with staggered three-year terms. Each class of directors consists, as practically as possible, of one-third of the total number of directors constituting the entire Board of Directors. At each annual general meeting of the Company’s shareholders, the re-election of directors following the expiration of the term of office of the directors of that class of directors is for a term of office that expires as of the date of the third annual general meeting following such re-election. Therefore, at each annual general meeting, the term of office of only one class of directors expires. Each director holds office until the annual general meeting of the Company’s shareholders in which his or her term expires, unless he or she is removed by a vote of 70% of the total voting power of the Company’s shareholders at an annual general meeting of the Company’s shareholders, or upon the occurrence of certain events, in accordance with the Companies Law and the Company’s Articles.

 

According to the Company’s Articles the Company’s directors (excluding the external directors) are divided among three classes as follows:

 

(1)The Company’s Class I director is Mr. Ron Klein, who shall hold office until the annual general meeting of the Company’s shareholders to be held in 2027 and until his successors are elected and qualified;

 

(2)The Company’s Class II directors are: (1) Mrs. Gal Nir Klein and (2) Mr. Adler Adrian, who shall hold office until the annual general meeting of the Company’s shareholders to be held in 2028 and until their successors are elected and qualified; and

 

(3)The Company’s Class III directors are: (1) Mr. Nir Klein and (2) Ms. Yafit Keret, whose current term expires at the Meeting.

 

The Board of Directors has approved the nomination of Mr. Nir Klein and Ms. Yafit Keret for re-election as Class III directors. The Board of Directors recommends that the shareholders re-elect each of Mr. Nir Klein and Ms. Yafit Keret as Class III directors, each for a three-year term.

 

Mr. Nir Klein and Ms. Yafit Keret, whose professional backgrounds are provided below, each have advised the Company that they are willing, able, and ready to serve as Class III directors if re-elected, as the case may be. Additionally, in accordance with the Companies Law, Mr. Nir Klein and Ms. Yafit Keret certified the Company that they meet all the requirements of the Companies Law for re-election as directors of a public company, and possess the necessary qualifications and have sufficient time, to fulfill their duties as directors of the Company, taking into account the size and needs of the Company. The Company does not have any understanding or agreement with respect to the future election of Mr. Nir Klein and Ms. Yafit Keret.

 

Subject to the re-election of Mr. Nir Klein and Ms. Yafit Keret, they will be entitled to indemnification and exemption agreements as applicable and shall be covered by the Company’s directors and officers’ insurance, all as previously approved in accordance with the Companies Law and the Company’s current compensation policy.

 

Set forth below is certain biographical information regarding the background and experience for Mr. Nir Klein and Ms. Yafit Keret:

 

Mr. Nir Klein, Chief Executive Officer and Director 

 

Mr. Nir Klein has served as our Chief Executive Officer since January 2011 and as a member of our Board of Directors since August 2021. Mr. Klein graduated from Tel Aviv University with a B.A. in accounting and economics. Mr. Klein has vast operational experience as Chief Executive Officer and director, about which the Board of Directors believes qualifies him to serve as a director.

 

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Ms. Yafit Keret, Independent Director 

 

Ms. Yafit Keret has served as an independent director on our Board of Directors since January 2024. She has also been the owner and chief executive officer of Proximo Ltd. since 2011 until 2025, as of January 2026 she served as a chief executive officer of ERB Proximo Ltd. From 2000 through 2010, Ms. Keret was the chief financial officer of Titan Systems Engineering Ltd. Ms. Keret also serves as a director at Migdalor Investments, Maxonis Ltd., and Cash Hero Ltd. Ms. Keret received her B.A. in accounting and business administration and her MBA from the College of Management in Tel Aviv.

 

The shareholders of the Company are requested to adopt the following resolutions at the Meeting:

 

“RESOLVED, to re-elect Mr. Nir Klein as Class III director of the Company for a three-year term ending at the third annual general meeting of shareholders following his re-election and until she ceases to hold office in accordance with the Company’s Articles or any applicable law, whichever occurs first.”

 

“RESOLVED, to re-elect Ms. Yafit Keret as Class III independent director of the Company for a three-year term ending at the third annual general meeting of shareholders following her re-election and until she ceases to hold office in accordance with the Company’s Articles or any applicable law, whichever occurs first.”

 

Re-election of Class III Directors requires the affirmative vote of a Simple Majority.

 

The Board of Directors unanimously recommends a vote FOR the re-election of Mr. Nir Klein and Ms. Yafit Keret as Class III directors of the Company.

 

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DISCUSSION OF THE COMPANY’S FINANCIAL STATEMENTS AND ANNUAL REPORT FOR
THE YEAR ENDED DECEMBER 31, 2025

 

Pursuant to the Companies Law, the Company is required to present the Company’s audited financial statements for the year ended December 31, 2025, to the Company’s shareholders.

 

The financial statements and annual report on Form 20-F for the year ended December 31, 2025(1), filed with the SEC on April 30, 2026, are available on the Company’s website at the following address:

 

https://www.silynxcom.com/table-sec-filing/

 

At the Meeting, shareholders will have an opportunity to review, ask questions and comment on the Company’s audited consolidated financial statements and annual report for the year ended December 31, 2025.

 

This agenda item will not involve a vote by the shareholders, and accordingly, there is no proposed resolution.

 

 

(1)Including details regarding compensation granted to the Company’s five most highly compensated officers and directors during or with respect to the year ended December 31, 2025.

 

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OTHER BUSINESS

 

Your vote is important! Shareholders are urged to complete and return their proxies promptly in order to, among other things, ensure action by a quorum and to avoid the expense of additional solicitation. If the accompanying proxy is properly executed and returned in time for voting, and a choice is specified, the shares represented thereby will be voted as indicated thereon. EXCEPT AS MENTIONED OTHERWISE IN THIS PROXY STATEMENT, IF NO SPECIFICATION IS MADE, THE PROXY WILL BE VOTED “FOR” EACH OF THE PROPOSALS DESCRIBED IN THIS PROXY STATEMENT.

 

Proxies and all other applicable materials should be sent to:

VStock Transfer, LLC
18 Lafayette Place

Woodmere, New York 11598

United States of America

 

ADDITIONAL INFORMATION

 

The Board of Directors is not aware of any other matters that may be presented at the Meeting other than those described in this Proxy Statement. If any other matters do properly come before the Meeting, including the authority to adjourn the Meeting, it is intended that the persons named as proxies will vote, pursuant to their discretionary authority, according to their best judgment in the interest of the Company.

 

The Company is subject to the informational requirements of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), as applicable to foreign private issuers. Accordingly, the Company files reports and other information with the SEC. All documents which the Company files on the SEC’s EDGAR system will be available for retrieval on the SEC’s website at http://www.sec.gov.

 

As a foreign private issuer, the Company is exempt from the rules under the Exchange Act prescribing certain disclosure and procedural requirements for proxy solicitations. In addition, the Company is not required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as United States companies whose securities are registered under the Exchange Act. The Notice of the Annual General Meeting of Shareholders and the Proxy Statement have been prepared in accordance with applicable disclosure requirements in the State of Israel.

 

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROXY STATEMENT OR THE INFORMATION FURNISHED TO YOU IN CONNECTION WITH THIS PROXY STATEMENT WHEN VOTING ON THE MATTERS SUBMITTED TO SHAREHOLDER APPROVAL HEREUNDER. THE COMPANY HAS NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT FROM WHAT IS CONTAINED IN THIS DOCUMENT. THIS PROXY STATEMENT IS DATED OCTOBER 20, 2026. YOU SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED IN THIS DOCUMENT IS ACCURATE AS OF ANY DATE OTHER THAN OCTOBER 20, 2026, AND THE MAILING OF THIS DOCUMENT TO SHAREHOLDERS SHOULD NOT CREATE ANY IMPLICATION TO THE CONTRARY.

 

    By Order of the Board of Directors
     
    Silynxcom Ltd.
    Ron Klein, Chairman of the Board of Directors

 

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