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 a significant equity issuance, and potential adjournment.

• Record date for voting is July 15, 2024, with 22,021,129 shares of common stock outstanding.

• Board recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Proposals include electing four directors, ratifying SRCO Professional Corporation as auditor for FY2025, approving issuance of up to $6.6M in common stock upon conversion of Series B Preferred Stock, and authorizing adjournment if needed.

• Approval of the Nasdaq Proposal is required to comply with Nasdaq Listing Rule 5635(d) due to potential issuance exceeding 20% of outstanding shares.

• Adjournment proposal allows for additional proxy solicitation if votes are insufficient.

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 in place since 2016.

• Board diversity matrix provided, with four male directors and varied backgrounds.