Fab Form Industries : 2023 December AGM Minutes

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 4:00 O'CLOCK IN THE AFTERNOON (VANCOUVER TIME) ON FRIDAY, THE 23rd DAY OF JUNE, A.D. 2023

Rick Fearn acted as Chairman and Vishwanath Kumar acted as Secretary of the Meeting. Herb Bentz acted as the Scrutineer of the Meeting.

The Meeting was 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 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 UNANIMOUSLY CARRIED, IT WAS RESOLVED THAT the Meeting dispense with the reading of the Notice of Meeting.

UPON MOTION DULY MOVED AND UNANIMOUSLY CARRIED, IT WAS RESOLVED THAT the Meeting dispense with the reading of the Minutes of the last Annual General Meeting.

UPON MOTION DULY MOVED AND UNANIMOUSLY CARRIED, IT WAS RESOLVED THAT the number of directors is fixed at four (4).

There being no further nominations.

UPON MOTION DULY MOVED AND UNANIMOUSLY CARRIED, IT WAS RESOLVED THAT Richard Fearn, Nigel Protter, Don Russell, and Joey Fearn are elected Directors of the Company for the ensuing year.

UPON MOTION DULY MOVED AND UNANIMOUSLY CARRIED, IT WAS RESOLVED THAT Culver & Co., Chartered Accountants, be appointed Auditors for the ensuing year.

UPON MOTION DULY MOVED AND UNANIMOUSLY CARRIED, IT WAS RESOLVED THAT the directors be authorized to fix the remuneration to be paid to the auditor.

UPON MOTION DULY MOVED AND UNANIMOUSLY CARRIED, IT WAS RESOLVED AS A SPECIAL RESOLUTION TO (a) to ratify and approve the exercise of any stock-based compensation granted in the previous year as granted hereunder. (b) to authorize and approve the granting and exercise of stock-based compensation in the forthcoming year, subject to approval by the TSX Venture Exchange, and (c) to authorize the directors to renegotiate or cancel any existing stock options.

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UPON MOTION DULY MOVED AND UNANIMOUSLY CARRIED, IT WAS RESOLVED AS AN 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 2,293,627 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.

UPON MOTION DULY MOVED AND UNANIMOUSLY CARRIED, IT WAS RESOLVED AS AN ORDINARY RESOLUTION THAT the meeting ratifies, confirms, and approves 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.

"Rick Fearn"

Rick Fearn

CHAIRMAN

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SCHEDULE A

FAB-FORM INDUSTRIES LTD.

ANNUAL AND EXTRA-ORDINARY GENERAL MEETING

OF SHARESHOLDERS HELD ON 23rd JUNE 2023

REPORT ON ATTENDANCE

We are pleased to report that there were eleven shareholders holding at least 4,515,862 common shares represented in person or by proxy at this meeting, representing at least 49.22% of the 9,174,507 issued and outstanding common shares.

Dated this 23rd day of June 2023

Scrutineer	"Herb Bentz"
	Herb Bentz