EGM 2024

Dec 20, 2024

I, Renato Gomes, a director of the company, hereby propose that Mr. Felipe Paolucci to act as chairman of this extraordinary general meeting. Thank you, Renato. With the consent of the meeting, I will ask Andrew Newberry of BSA Corporate Services to act as secretary of the meeting. It is now 9:00 A.M. Eastern Standard Time. I would ask that the extraordinary general meeting of Verde AgriTech Ltd now comes to order. Andrew, you're on mute. With the consent of the meeting, Amy Khan of TSX Trust Company will act as scrutineer of this meeting to report on the shareholders present, the number of shares represented in person and by proxy of this meeting, to compute the votes cast by poll, and to report on these matters. Prior to the commencement of the meeting, the scrutineer filed a preliminary report on attendance, and I have confirmed that there is a quorum present, and I've asked the scrutineer to deliver their formal report on attendance as soon as possible. The notice calling this meeting and the accompanying materials, including the company's Management Information Circular dated November 13, 2024, have been made available to all shareholders of the company, and the secretary of the meeting has provided me with a proof of service of such material. Additional copies of such material are available at this meeting. Accordingly, the re-reading of the notice of the meeting will be dispensed with. I will now ask the secretary to read the scrutineers' reports on attendance at the meeting. Thank you. Currently there are 46 shareholders represented in person or by management proxy, representing 13,417,547 shares or 25.475% of the total 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 scrutineer's report on attendance be annexed to the minutes of the meeting as Schedule A. Order of meeting and voting procedure. 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. In order to make the best use of our time, certain shareholders have been asked to propose the motions which we will consider in this meeting. I will call on them at the appropriate time. This will allow for more time for your questions and comments. All items of business raised in this meeting will be voted by poll. I will now explain on the poll voting process. Each voting shareholders is entitled to one vote per share on each item of business being considered at the meeting. Voting on the formal items of business will be conducted by poll. If any registered shareholder or proxyholder present has not already registered their attendance with TSX Trust Company, please raise your hand and do so now. I will then provide you with polling paper. Only registered shareholders and their duly appointed proxyholders will be permitted to vote in person in today's meetings. If you already voted in advance of the meeting and do not wish to change your vote, then you do not need to do anything. The votes of all shareholders who have deposited proxies and voting instructions forms with management representatives will be cast per the instructions of shareholders by the person designated on the proxies and voting instructions forms or where no choice is specified for each of the resolution to be dealt with at today's meetings. Appointment of auditor. The first item of business related to the ordinary resolution to appoint RSM SG Assurance LLP as the auditor of the company and authorize the directors to fix their remuneration. RSM SG Assurance LLP have expressed their willingness to accept appointment as auditors of the company. I would ask Renato Gomes to propose a motion appointing the auditors. Renato, you're on mute still. Sorry. For some reason the bars have turned reduced here. I propose that RSM SG Assurance LLP be appointed 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 result of this motion will be tabulated and announced after we have gone through all the motions. We shall now proceed to the next item. Reduction of capital. The next item of business relates to the special resolution to approve the reduction of the company's share capital by returning to shareholders paid-up share capital which is more than the company needs by distributing to shareholders ordinary shares in the share capital of Oby Rare Earths Pty Ltd held by the company to shareholders in proportion to their respective shareholding in the company on the basis of one Oby share for every one ordinary share in the share capital of the company held by a shareholder at such record date and time to be determined by the board, disregarding fractional entitlements and the directors of the company be authorized to do all such acts and things to complete the share capital reduction. I would ask Renato Gomes to propose a motion approving the reduction in capital. I propose approval be given to reduce the company's share capital to returning shareholders paid-up share capital, which is more than the company needs by distributing to shareholders ordinary shares in the share capital of Oby Rare Earths Pty Ltd held by the company to shareholders in proportion to their respective shareholdings in the company on the basis of one Oby share for every one ordinary share in the share capital of the company held by a shareholder at such record date and time to be determined by the board, disregarding fractional entitlements where applicable, and that the directors of the company be authorized to do all such acts and things to complete the share capital reduction. 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 and our previous motion have been tabulated. I shall now read out the full voting results. I will ask support from Amy. Right, Amy? Hi. Yes. I'll read the polling results. For resolution number one, appointment of RSM SG Assurance LLP as auditors of the company, the number of votes for was 13,162,519, representing 98.172% of the percentage voted. The number of votes withheld was 245,028, representing 1.828% of the percentage voted. For resolution number two, reduction of the share capital of the company, the number of votes for was 13,284,880, representing 99.085% of the percentage voted. The number of votes against was 122,667, representing 0.915% of the percentage voted. I declare all the resolutions approved and carried. Is there any further business to be voted before the meeting? I don't think so. That concludes the formal business of this extraordinary general meeting of shareholders. The secretary will propose the final resolution. Mr. Chairman, I propose the meeting be terminated. I declare the motion carried, then. The formal portion of the meeting terminated. Thank you very much for your participation today and your continued support of the company. Thank you. Have a nice weekend.