Verde Agritech Ltd T.NPK

Annual General Meeting

[15Stanmore]

Hello fellow Verde shareholders,

I have received a couple of messages from folks asking about the meeting arrangements, particularly as to what the shareholder rights issues might be. I thought it would be helpful to post my response here in case others have the same questions.

The Notice of the 2021 Annual General Meeting of Shareholders was issued on May 20, 2021 and is available on SEDAR.com, and states "the Meeting will be a closed event". As a consequence, the Notice states in paragraph 2 on page 2: "Shareholders will not be attending in person and so will not be able to raise questions in the normal manner". 

Shareholders will also be prohibited from voting during the closed meeting, and are therefore "encouraged" by management to appoint the Chair of the meeting as their proxy. The notice goes on to point out that if shareholders name an independent proxy to attend in person on their behalf, other than the meeting's Chair, their "proxy will fail" if that person is prevented from attending the meeting in person.

Given that many other TSX listed companies are holding virtual AGMs and have no difficulty providing registered shareholders with real time online participation (questions and voting), it begs the question as to why Verde's CEO and Board has chosen not to do so. 

In my opinion, and in the policies and regulations imposed by the TSX, a Annual General Meeting of Shareholders organized to prevent shareholders from attending, speaking, asking questions and voting on resolutions, particularly those introduced or amended during the meeting is not a properly constituted meeting and should be challenged.

Still no word from the Company in response to these concerns, with June 30th only 23 days away. In light of their continued silence, I believe I have little choice but to reach out to the regulators and seek their timely intervention in order to uphold my rights as a Verde shareholder.

Not what I expected I would have to do to have the Company follow the rules set by TSX where the Company's shares trade.

S.

[ICT1111]

Stan, thanks for that. It sounds to me as though we shareholders are being given the option to either let the Chair vote our shares or else not vote?

[15Stanmore]

Hello ICT, I think it is fair to say that most individual shareholders of publicly traded shares do not attend the public, in-person AGM sessions, nor do they vote their shares by appointing a proxy. A significant number of shares are held by index and mutual funds, some of whom use a proxy service to vote these shares in an "appropriate" way following published guidelines (such as the