Bio Green Med Solution (BGMS) Proxy Filing summary

Executive summary

• Special meeting of stockholders scheduled for September 4, 2025, at 10:00 A.M. ET via live webcast.

• Proxies solicited to vote on key proposals, with default votes "FOR" if no direction is given.

Voting matters and shareholder proposals

• Approval sought for issuance of shares to Fitters Parent under the Exchange Agreement.

• Proposal to issue more than 20% of outstanding shares in connection with a transaction to comply with Nasdaq Listing Rule 5635(a).

• Amendment to certificate of incorporation to change corporate name, permit stockholder actions by written consent, ratify prior actions, and opt out of Section 203 of the DGCL.

• Proposal to adjourn the meeting if additional proxy solicitation is needed.

Board of directors and corporate governance

• Proxies appointed with authority to vote and substitute as needed for the meeting.

• Board recommends voting "FOR" all proposals.