Biotricity (BTCY) Proxy Filing summary

Executive summary

• Annual meeting scheduled for August 15, 2024, to vote on four key proposals, including director elections, auditor ratification, approval of stock issuance upon Series B Preferred conversion, and potential adjournment to solicit more proxies.

• Board recommends voting in favor of all proposals and provides detailed instructions for voting by proxy, in person, or through brokers.

• Only shareholders of record as of July 15, 2024, are entitled to vote; quorum requires a majority of shares present in person or by proxy.

Voting matters and shareholder proposals

• Election of four directors to serve until the next annual meeting.

• Ratification of SRCO Professional Corporation as independent auditor for fiscal year ending March 31, 2025.

• Approval of up to $6,600,000 in common stock issuance upon conversion of Series B Convertible Preferred Stock, potentially exceeding Nasdaq’s 20% rule.

• Adjournment proposal allows meeting to be postponed to solicit additional proxies if needed.

• No other business matters are planned for the meeting.

Board of directors and corporate governance

• Board consists of Waqaas Al-Siddiq, David A. Rosa, Ronald McClurg, and Chester White, with Jainal Bhuiyan proposed as a new director.

• Three standing committees: audit, compensation, and nominating/corporate governance, each with defined responsibilities and written charters.

• Code of Business Conduct and Ethics applies to all principal officers and is available on the company website.

• Board diversity matrix provided, with four directors as of July 2024.