Bio Green Med Solution (BGMS) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on June 18, 2026, allowing shareholders to attend, vote, and submit questions online, enhancing accessibility and reducing costs and environmental impact.

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

• The board unanimously recommends voting in favor of all proposals.

• Only holders of common stock as of April 20, 2026, are entitled to vote; preferred stockholders are not eligible to vote on current proposals.

Voting matters and shareholder proposals

• Proposals include: (1) election of Dr. Satis Waran Nair Krishnan and Inigo Angel Laurduraj as Class I directors for a three-year term, (2) ratification of SFAI Malaysia Plt. as independent auditors for 2026, and (3) advisory approval of executive compensation.

• The board recommends a vote FOR each proposal.

• Voting can be done online, by phone, mail, or during the virtual meeting using a 16-digit control number.

• Shareholders may change or revoke proxies before the meeting.

• Additional business may be considered if properly presented.

Board of directors and corporate governance

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

• Board committees include Audit, Compensation, and Nominating & Corporate Governance, all composed of independent directors.

• Directors are expected to attend all meetings; in 2025, all current directors attended 100% of meetings.

• The board values diversity in gender, ethnicity, and professional background.

• Governance documents, including committee charters and the Code of Conduct, are available on the company website.