Bio Green Med Solution (BGMS) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on June 18, 2026, allowing global participation and reducing costs and environmental impact.

• Stockholders will vote on the re-election of two Class I directors, ratification of the independent auditor, and an advisory say-on-pay vote for executive compensation.

• The Board unanimously recommends voting FOR all proposals.

• Only holders of Common Stock as of April 20, 2026, are entitled to vote; Preferred Stock holders are not eligible for current proposals.

Voting matters and shareholder proposals

• Proposal 1: Re-election of Dr. Satis Waran Nair Krishnan and Inigo Angel Laurduraj as Class I directors for a three-year term.

• Proposal 2: Ratification of SFAI Malaysia Plt. as independent auditors for fiscal year 2026.

• Proposal 3: Advisory approval of executive compensation (say-on-pay).

• Board recommends FOR all proposals; plurality required for director election, majority for other proposals.

Board of directors and corporate governance

• The Board consists of five directors divided into three classes, with staggered three-year terms.

• Board diversity includes both male and female directors, with representation from Asian backgrounds.

• Three standing committees: Audit, Compensation and Organization, and Nominating and Corporate Governance, all composed of independent directors.

• Directors are expected to attend all meetings; 100% attendance reported post-change of control in 2025.

• Governance policies emphasize independence, diversity, and regular self-evaluation.