AGM 2025

Jun 30, 2025

Good morning, everyone. I, Renato Gomes, the Director of the company, hereby propose Felipe Paolucci to act as chairman of this annual general meeting. Thank you. With the consent of the meeting, I will ask Andrew Newbury of DSA Corporate Services to act as secretary of the meeting. It's now 9:09 A.M. Eastern Daylight Time and 9 P.M. in Singapore. I would ask the annual general meeting of Verde AgriTech now to come to order. With the consent of the meeting, Andy Kan of TSX Trust Company will act as the scrutineer of this meeting to report on the shareholders present and the number of shares represented in-person and by proxy at this meeting to compute the votes cast by poll and to report to me on these matters. Prior to the commencement of this meeting, the scrutineer has filed a preliminary report on attendance. The secretary has confirmed that there is a quorum present, and I have asked the scrutineer to deliver the formal report on attendance to me as soon as possible. The notice calling this meeting and the accompanying materials, including the company management information circular dated May 19, 2025, have been made available to all shareholders of the company, and the secretary of this meeting has provided me with proof of service of such material. Additional copies of such material are available at this meeting. Accordingly, the reading of the notice of meeting will be dispensed with. I will now ask the secretary to read the scrutineer report on attendance to the meeting. Hey, Felipe, one second. Yeah, no problem. Thank you. Currently, two holders represented in person or by proxy, representing 10,001 shares. 47 management proxies received representing 12,802,474 shares for a total representation at the meeting of 12,812,475 shares or 24.326% of the current issued and outstanding shares of the corporation. I declare that the requisite quorum of shareholders is present and that the meeting is properly constituted for the transaction of business. I direct that the final scrutiny report on attendance be annexed to the minute of the meeting as Schedule A. The order of the meeting will be as follow. First, we will conduct the formal part of the meeting in which we will consider and vote on the items raised in the management information circular. Afterwards, I will provide a review of the past year and overview of our corporate strategy and outlook of the current year. I'll be happy to answer questions if you have some. In order to make the best use of our time, certain shareholders have been asked to propose the motions we will consider in this meeting. I will call in the appropriate time. This will allow for more time for your questions and comments if you have any. All items of business raised in this meeting will be voted by poll. Just a minute. Financial statements. The first item of business relates to the ordinary resolution to receive and adopt the audited consolidated financial statements audited by RSM Brasil Auditores Independentes and the audited consolidated financial statements audited by RSM SG Assurance LLP. Together, the financial statements of the company for the financial year ended December 31, 2024, copies of which have been provided to the shareholders of the company. It's not proposed that this be read in the meeting. I will ask Renato to propose the motion for the financial statement to be taken as read. I propose that the audited consolidated financial statements audited by RSM Brasil Auditores Independentes Ltda and the audited consolidated financial statements audited by RSM SG Assurance LLP for the year ended December 31, 2024, be hereby approved and adopted. I now put the motion to the meeting. Shareholders who are present in this meeting will have 10 seconds from now to cast their votes. The results of this motion will be tabulated and announced after we have gone through our motions. We shall proceed to the next item. The election of Director Hannah Oh. The next item relates to the ordinary resolution on the re-election of Ms. Hannah Oh as a director of the company who is retiring pursuant to the company constitution and being eligible, has offered herself for a re-election. I will ask now Felipe to propose a motion in order to Hannah. Actually, Renato, I'll ask you to propose the motion please, not me. Sure. I propose that Ms. Hannah Oh be and is hereby re-elected as a director of the company to hold office until the next annual general meeting of the company or any adjournment thereof, or until her successor is elected or appointed. I now put the motion to the meeting who are present in this meeting. You have 10 seconds from now to cast your votes. The results of this motion will be tabulated and announced after we have gone through all the motions. We shall proceed to the next item, reelection of Director Cristiano Veloso. The next item involves reelection of Cristiano Veloso, in this meeting. I will ask Renato to move the motion. I propose that Mr. Cristiano Veloso be, and is hereby reelected as a director of the company to hold office until the next annual general meeting of the company or any adjournment thereof, until his successor is elected or appointed. I now put the motion to the meeting. Shareholders who are present in this meeting have 10 seconds from now to vote. The results of this motion will be tabulated and announced after we have gone through all the motions. I shall now hand over the conduct meeting proceedings back to Chairman, which is myself at this point. Now we have reelection of the director, Renato Gomes. The next item relates to the ordinary resolution on the reelection of Mr. Renato Gomes as director of the company, who is retiring pursuant to the company's constitution and being eligible, has offered himself for reelection. I will propose the motion to reelect Mr. Renato Gomes to the ensuing year. I propose that Mr. Renato Gomes be and is hereby reelected as director of the company to hold office until the next annual general meeting of the company or any adjournment thereof, or until his successor is elected or appointed. I now put the motion to the meeting. Shareholders who are present in the meeting, you have 10 seconds from now to cast your votes. The results of this motion will be tabulated and announced after we have gone through all motions. We shall proceed to the next item, which will be reelection of Director Fernando Prezzotto. The next item relates to the ordinary resolution on the reelection of Mr. Fernando Prezzotto as a director of the company who is retiring pursuant to the company constitution and, being eligible, has offered himself for reelection. I would ask Renato Gomes to propose a motion to reelect Mr. Fernando Prezzotto for ensuing year. I propose that Mr. Fernando Prezzotto be and is hereby reelected as the director of the company to hold office until the next annual general meeting of the company or any adjournment thereof, until his successor is elected or appointed. I now put the motion to the meeting. Shareholders who are present in this meeting have 10 seconds from now to cast your votes. The results of this motion will be tabulated and announced after we have gone through all the motions. We shall proceed to the next items, which will be director's fee. The next item of business relates to the ordinary resolution to approve the payment of director's fees as of up to CAD 16,000 in cash compensation for the financial year ending December 31, 2025, to be paid quarterly in arrears to each independent director. I'll ask Renato to propose a motion to approve payments of director's fee. I propose that the payment of director's fee of up to CAD 16,000 in cash compensation for the financial year ending December 31, 2025, be paid quarterly in arrears to each independent director. I now put the motion to the meeting. Shareholders who are present in this meeting, you have 10 seconds from now to cast your votes. The results of this motion will be tabulated and announced after we have gone through all the motions. We shall proceed to the next item, which will be the reappointment of auditors. The next item of business relates to the ordinary resolution to reappoint RSM Brasil Auditores Independentes Ltda and RSM SG Assurance LLP as auditors of the company, and authorize the directors of the company to fix their remuneration. RSM Brasil Auditores Independentes and RSM SG Assurance LLP have expressed their willingness to accept reappointment as auditors of the company. I would ask Renato Gomes to propose a motion appointing the auditors. I propose that RSM Brasil Auditores Independentes Ltda and RSM SG Assurance LLP be reappointed as auditors of the company to hold office until the conclusion of the next annual general meeting of the company and to authorize the directors of the company to fix their remuneration. I now put the motion to the meeting. Shareholders who are present in this meeting have 10 seconds from now to cast your votes. The results of this motion will be tabulated and announced after we have gone through all the motions. We shall now proceed to the next point, which will be authority to allot and issue shares. The next item of the special business relates to the ordinary resolution to approve the authority of directors to allot and issue shares in the capital of the company pursuant to Section 161 of the Companies Act 1967 of Singapore, as and when they deem necessary in accordance with the provisions of the company constitution. That such authority shall continue in force until the conclusion of the next annual general meeting of the company or the expiration of the period within which the next annual general meeting of the company is required to be held, whichever is earlier. I'll ask Renato Gomes to propose a motion to approve the authority for directors to allot and issue shares. I propose that the directors of the company be and are hereby authorized to issue such shares in the capital of the company as and when they deem necessary in accordance with the provisions of the constitution of the company. That such authorities shall continue in force until the conclusion of the next annual general meeting of the company or the expiration of the period within which the next annual general meeting of the company is required to be held, whichever is earlier. I'll put the motion to the meeting. Shareholders who are present have ten seconds to vote. The results of this motion and all previous motions have been tabulated, and I shall now read out the full voting results. I'll start first, we have the one related to Hannah Oh as director. We have 10,781,000 shares represented by proxy voting for, so 98.4%. To Renato Gomes as director, we have 10,600,082 shares represented by proxy voting for, which represents 97.5%. Fernando Prezzotto, we have 10,700,021 shares represented by proxy voting for which is 97.9%. Cristiano Veloso as director, we have over 10,700,047 shares represented by proxy voted for, 98.1%. Appointment of auditors. We had there was 12,659,000 shares represented by proxy voting for, which is 98.8%. Adoption of the 2024 audited statement of accounts. We had 10,835,000 shares represented by proxy voting for, which is 98.97%. Approval of directors fees. We have 10,602,000 shares represented by proxy voting for, it's 96.8%. Authority to allot and issue shares. There was 10,413,000 shares represented by proxies voting for, which is 95.1% dated on this 30th of June 2025. Just a minute. I declare other resolutions are proven and carried. Since there is no other business to be brought before the meeting, that concludes the formal business of this annual general meeting of shareholders. The secretary will propose the final resolution. Mr. Chairman, I propose that the meeting be terminated. I declare the motion carried and the formal portion of the meeting terminated.