Verde AgriTech Ltd. — Proxy Solicitation & Information Statement 2024

Dec 13, 2024

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verde

AGRITECH

VERDE AGRITECH LTD.

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the Extraordinary General Meeting (the "Meeting") of shareholders of Verde AgriTech Ltd. (the "Company") will be held on December 20, 2024, Friday at 11:00 a.m. (BRT) / 9:00 a.m. (EST), at 300 Prof. Antônio Aleixo, Lourdes, Belo Horizonte, Minas Gerais, Brazil, 30180-150. Shareholders will be able to observe the Meeting virtually utilizing ZOOM and are invited to submit questions in advance.

ORDINARY RESOLUTION – APPOINTMENT OF AUDITORS

1. To appoint RSM SG Assurance LLP as auditor of the Company in place of Ernst & Young LLP, and to authorize the directors of the Company to fix their remuneration.

SPECIAL RESOLUTION – REDUCTION OF SHARE CAPITAL

1. That pursuant to Section 78A and Section 78C of the Companies Act 1967 (Singapore) ("Companies Act"), the Company reduces its 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 ("Oby Shares") held by the Company to Shareholders ("Proposed Distribution" or "Distribution"), in proportion to their respective shareholdings in the Company, on the basis of 1 Oby Share for every 1 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). Except that for practical reasons, or where the Directors are of the view that such distribution may necessitate compliance with conditions or requirements which the Directors, in their absolute discretion, regard as onerous or impracticable by reason of costs, delay or otherwise, the Oby Shares will not be distributed to any such Shareholders ("Unqualified Shareholders"). Each Shareholder distributed with Oby Shares will be deemed to have consented to becoming an Oby Shareholder and be bound by its constitution.

That arrangements be made for the Oby Shares which would otherwise have been distributed to the Unqualified Shareholders pursuant to the Proposed Distribution to be held and retained by the Company for the benefit of the Unqualified Shareholders such that once the Oby Shares may be sold or transferred after the expiry of any expected restricted escrow holding period, the Company may appoint such person(s) as the Directors may nominate, who may sell such Oby Shares at prices prevalent at the time of sale (as the Directors deem fit) and thereafter distribute the aggregate amount of the net proceeds, after deducting all dealing and other expenses in connection therewith, proportionately among such Unqualified Shareholders according to the respective Oby Shares they would otherwise have been entitled to as at the Record Date in full satisfaction of their rights to the Oby Shares, provided that where the net proceeds to which any particular Unqualified Shareholder is entitled is less than $500, such net proceeds shall be retained for the benefit of the Company, and no Unqualified Shareholder shall have any claim whatsoever against the Company or Oby in connection therewith.

That any resulting fractional Oby Shares be aggregated and held by the Company for such purposes as the Directors deem fit.

That the Directors and each of them be and are hereby authorised and empowered to complete and do all such acts and things, decide all questions and exercise all discretions (including

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approving, modifying and executing all documents) as they may consider necessary or expedient for the purposes of or in connection with the Proposed Distribution and/or to give effect to the Proposed Distribution as they shall think fit in the interests of the Company.

This Notice of Extraordinary General Meeting of Shareholders (the "Notice" or "Notice of Meeting") and the accompanying Management Information Circular (the "Circular") have been prepared and delivered to shareholders pursuant to the notice-and-access provisions under National Instruments 54-101 and 51-102. Accordingly, this Notice and the accompanying Circular are posted online for our shareholders to view at: https://docs.tsxtrust.com/2373. Any Shareholder who wishes to receive a paper copy of the Circular should contact the Company's transfer agent, TSX Trust Company (i) by mail at 301 – 100 Adelaide Street West, Toronto, Ontario, M5H 4H1, Canada, or (ii) by email at tsxtis@tmx.com, or (iii) by toll-free telephone at 1-866-600-5869. In order to receive a paper copy in time to vote before the Meeting, the request should be received by December 11, 2024. A shareholder may also use the toll-free number noted above to obtain additional information about the notice-and-access provisions.

We are inviting Shareholders to observe the Meeting by joining the Zoom webinar, details of which will be provided on registration at this site: https://bit.ly/Extraordinary-General-Meeting and to participate by submitting your questions in advance. Participants will be able to listen to the proceedings at the Meeting through this method regardless of their geographic location.

Questions will be invited in advance through the following link: https://bit.ly/2024-ExtraordinaryGeneralMeeting-Questions. These will be answered either individually or as a grouped set of questions if they relate to the same matter.

SHAREHOLDERS ARE ENCOURAGED TO EXERCISE THEIR RIGHT TO VOTE AT THE EXTRAORDINARY GENERAL MEETING BY APPOINTING THE CHAIRMAN OF THE MEETING AS THEIR PROXY IN ADVANCE OF THE MEETING IN ACCORDANCE WITH THE PROXY INSTRUCTIONS INCLUDED IN THE CIRCULAR AS THE APPOINTMENT OF ANY OTHER PERSON AS A PROXY WILL FAIL IF THAT PERSON IS UNABLE TO ATTEND IN PERSON AND VOTE. The Circular accompanying this Notice provides additional information relating to the matters to be dealt with at the Meeting and shall be deemed to form part of this Notice. In addition, please review the explanatory notes attached to this Notice.

DATED November 13, 2024

BY ORDER OF THE BOARD OF DIRECTORS

"Cristiano Veloso"

Cristiano Veloso
Chair, Board of Directors

Registered Office:
16 Collyer Quay

17-00

Singapore 049318

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