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Fab-Form Industries Ltd. — AGM Information 2024
Dec 23, 2024
44274_rns_2024-12-23_27834e06-57b9-4e0e-82c8-84300500e4cd.pdf
AGM Information
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MINUTES OF THE ANNUAL GENERAL MEETING OF FAB-FORM INDUSTRIES INC., HELD AT UNIT 19, 1610 DERWENT WAY, IN THE CITY OF DELTA, IN THE PROVINCE OF BRITISH COLUMBIA, AT 3:00 O'CLOCK IN THE AFTERNOON (VANCOUVER TIME) ON FRIDAY, THE 20th DAY OF DECEMBER, A.D. 2024
Joseph Fearn acted as Chairman and Vishwanath Kumar acted as Secretary of the Meeting.
Maksym Kameniev and Rubylyn Obena were acted as the Scrutineers of the Meeting.
The Meeting referred to the Notice calling the Meeting and was informed that the Company has delivered an Affidavit of mailing the Notice of the Meeting to all the registered shareholders.
As there was a quorum present, the Meeting was legally called and properly constituted to carry out the business.
UPON MOTION DULY MOVED AND CARRIED, IT WAS RESOLVED THAT the Meeting dispensed with the reading of the Notice of Meeting.
UPON MOTION DULY MOVED AND CARRIED, IT WAS RESOLVED THAT the Meeting dispensed with the reading of the Minutes of the last Annual General Meeting.
UPON MOTION DULY MOVED AND CARRIED, IT WAS RESOLVED THAT Baker Tilly WM LLP, Chartered Accountants, be appointed Auditors for the ensuing year, and the directors be authorized to fix the remuneration to be paid to the auditor.
No additional nominations were made beyond those specified in the notice and proxy documents.
UPON MOTION DULY MOVED AND CARRIED, IT WAS RESOLVED THAT Richard Fearn, Nigel Protter, Don Russell, and Joeseph Fearn are re-elected Directors of the Company for the ensuing year.
UPON MOTION DULY MOVED AND CARRIED, IT WAS RESOLVED AS A ORDINARY RESOLUTION TO grant authority to the Board of Directors to proceed with and complete one or more private placements within the 12-month period following the meeting up to a maximum of 2,293,626 shares or equal to 25% of the current outstanding shares of the Company, and any consequential change in the effective control of the Company, provided that such placements are completed in accordance with the policies of the TSX Venture Exchange.
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UPON MOTION DULY MOVED AND UNANIMOUSLY CARRIED, IT WAS RESOLVED AS A SPECIAL RESOLUTION TO approve proposed employee share compensation plan ("SCP"), and the Board is hereby authorized, without further approval of the Shareholders, to make any further amendments to the SCP as may be required by the Exchange And any one director or officer of the Company is hereby authorized and directed for and in the name of an on behalf of the Company to execute or cause to be executed, whether under seal of the Company or otherwise, and to deliver or cause to be delivered all such documents, and to do or cause to be done all such acts and things, as in the opinion of such director or officer may be necessary or desirable in order to give effect to this resolution.
UPON MOTION DULY MOVED AND CARRIED, IT WAS RESOLVED AS AN ORDINARY RESOLUTION THAT the members ratify, confirm, and approve all acts, deeds and things done by and the proceedings of the directors and officers of the company on its behalf since the last Annual General Meeting of the Company.
THERE BEING NO FURTHER BUSINESS THE MEETING THEN ADJOURNED.
"Joseph Fearn"
Joseph Fearn
CHAIRMAN
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SCHEDULE A
SCRUTINEER REPORT
Annual General Meeting
Fab-Form Industries Ltd.
Date: 20 December 2024 at 3.00PM (PST)
Location: Unit 19, 1610 Derwent Way, Delta BC V3M6W1
INTRODUCTION
This report outlines the results of the voting process conducted during the Annual General Meeting (AGM) of Fab-Form Industries Ltd., held on 20 December 2024 at 3.00PM PST. The voting process was supervised by the Scrutineers, appointed by the members present.
We are pleased to report that 70 shareholders were holding 5,734,021 common shares represented in person, by proxy, voted online, and virtually at this meeting, representing at least 62.50% of the 9,174,507 issued and outstanding common shares.
SCRUTINEER APPOINTMENT
The following individuals were appointed as Scrutineers for the voting process:
- Scrutineer 1: Max Kameniev
- Scrutineer 2: Rubylyn Obene
The Scrutineers ensured that the voting was conducted fairly, transparently, and in compliance with the rules set forth by the organization.
VOTING METHOD
The voting was conducted using the following method(s):
- In-person voting, By Proxy and Electronic voting system / Combination of methods
- Voting was open to eligible shareholders as of 22nd November 2024.
Online voting commenced on 29th November 2024 9.00 AM PST, the Voting Portal closed on 19 December 2024.
The voting in person commenced at 3.30PM. No voting in person recorded at this AGM as all the shareholders attended in person were voted online.
We received one signed proxy by the end of 18 December 2024.
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CERTIFICATION
As appointed Scrutineers, we certify that the voting process was conducted in accordance with the rules and regulations governing the Fab-Form Industries Ltd. The results reported herein are accurate and reflect the votes cast by the eligible members.
Scrutineer 1: Max Kameniev
Signature: 
Date: 20 December 2024
Scrutineer 2: Rubylyn Obena
Signature: 
Date: 20 December 2024
CONCLUSION
The Scrutineers thank the members for their participation in this important process. The outcomes will be recorded in the AGM minutes and implemented as per the organization's policies.