Fab-Form Industries Ltd. — Proxy Solicitation & Information Statement 2024

Nov 28, 2024

NOTICE OF MEETING

Notice is hereby given that the Thirty Fifth Annual General Meeting (AGM) of the Fab-Form Industries Ltd. ("Fab-Form" or the "Company") will be held on 20 December 2024 at 3:00 pm Pacific time at the Fab-Form Head Office, Unit 19, 1610 Derwent Way, Delta BC V3M 6W1, for the following purposes:

1. To receive the Annual Report of the directors to the shareholders, the Financial Statements of the Company and the Auditors Report thereon.
2. A resolution:
   a. to appoint auditors for the ensuing year, and;
   b. to authorize the directors to fix the remuneration to be paid to the auditors.
3. To elect four directors (either by single resolution or separate votes as the Meeting decides)
4. An ordinary resolution to grant authorization 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.
5. A special resolution to approve proposed employee share compensation plan ("SCP"), and to grant authorization to the Board, without further approval of the Shareholders, to make any further amendments to the SCP as may be required by the Exchange And grant authorization to any one director or officer of the Company and to act 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.
6. 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, and
7. To transact such further and other business as may properly come before the Meeting or any adjournments thereof.

To pass the proposed special resolutions, an affirmative vote of not less than seventy-five (75%) per cent of the votes cast by disinterested shareholders of the Company present in person, by proxy at the Meeting or online is required.

Shareholders of record at the close of business on 22 November 2024 will be entitled to vote at the meeting and are encouraged to participate in voting. Proxy-related documents will be directly send to registered shareholders and NOBO's in due course.

DATED the 21st November 2024

BY ORDER OF THE BOARD