Biotricity (BTCY) Proxy Filing summary

Executive summary

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

• The Board recommends voting in favor of the proposal, which aims to provide flexibility for future capital raising.

• Only holders of record as of June 7, 2024, are entitled to vote; 20,396,237 shares of common stock and 160,672 Exchangeable Shares are outstanding.

Voting matters and shareholder proposals

• Proposal seeks approval to issue up to 20,000,000 shares or $20,000,000 in securities in non-public offerings, 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 issuances of 20% or more of outstanding stock.

• No preemptive rights for existing shareholders; potential dilution and anti-takeover effects are noted.

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

Board of directors and corporate governance

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

• Three standing committees: Audit, Compensation, and Nominating & Corporate Governance, each with written charters.

• 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 Asian and three as White.