Biotricity (BTCY) Proxy Filing summary

Executive summary

• Special meeting scheduled for July 12, 2024, to vote on approving the issuance of securities in one or more non-public offerings.

• Proposal seeks flexibility to raise up to $20 million and issue up to 20 million shares, or securities convertible into shares, at a discount not exceeding 30% below market price.

• Offerings must occur by March 31, 2025, and are subject to Nasdaq Rule 5635(d) requiring shareholder approval for significant non-public issuances.

• Board unanimously recommends voting in favor; no other business is planned for the meeting.

Voting matters and shareholder proposals

• Only one proposal: approval of the issuance of securities in one or more non-public offerings.

• Approval requires a majority of shares present in person or by proxy.

• Abstentions count as votes against; broker non-votes have no effect.

• No dissenters' rights are available for this proposal.

Board of directors and corporate governance

• Board consists of four members: Waqaas Al-Siddiq (Chair/CEO), David A. Rosa, Ronald McClurg, and Chester White.

• Three standing committees: Audit, Compensation, and Nominating & Corporate Governance.

• Code of Business Conduct and Ethics adopted and available on the company website.

• Board diversity matrix provided; all directors are male, with one identifying as non-white.