Fab Form Industries : Notice of AGM, Information Circular and Proxy

CIRCULAR TO SHAREHOLDERS

CORPORATE DISCLOSURE

NOTICE OF AGM FOR THE YEAR ENDED 31 DEC 2020

PROXY FORM

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TABLE OF CONTENTS
LETTER TO OUR SHAREHOLDERS...................................................................................	3
NOTICE OF MEETING.....................................................................................................	4
MANAGEMENT PROXY CIRCULAR....................................................................................	5
SECTION 1 - VOTING.................................................................................................	5
Meeting Procedures.................................................................................................	5
Voting Procedures ...................................................................................................	5
SECTION II - BUSINESS OF THE MEETING..................................................................	7
Financial Statements ...............................................................................................	7
Appointment of Auditors..........................................................................................	7
Election of Directors ................................................................................................	7
SECTION III - CORPORATE GOVERNANCE.................................................................	13
Board Mandate......................................................................................................	13
Board Meetings .....................................................................................................	13
Retirement Policy ..................................................................................................	13
Ethical Business Conduct .......................................................................................	14
Nomination of Directors.........................................................................................	14
Communications with the Board.............................................................................	14
Audit Committee ...................................................................................................	14
SECTION IV - BOARD OF DIRECTORS COMPENSATION .............................................	15
Director Compensation Plan...................................................................................	15
2020 Director Compensation..................................................................................	17
SECTION V -COMPENSATION PROGRAM ...................................................................	17
2020 Compensation Discussion & Analysis ..............................................................	17
Compensation Decision Making Process..................................................................	18
Compensation Program Components ......................................................................	18
Managing Compensation Risk.................................................................................	18
Statement of Executive Compensation....................................................................	20
Pension Plan Disclosure .........................................................................................	20
SECTION VI - OTHER INFORMATION........................................................................	21
Directors and Officers Liability Insurance ................................................................	21
Other Matters........................................................................................................	21
FORM OF PROXY .........................................................................................................	22
Notes to Proxy Form.................................................................................................	23
SCHEDULE A - National Instrument 58-101: Disclosure of Corporate Governance.............	24
SCHEDULE B - Terms of Reference for the Board of Directors ........................................	26

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09 April 2021

LETTER TO OUR SHAREHOLDERS

Dear Shareholders,

On behalf of Fab-Form's Board of Directors and employees, we are pleased to invite you to attend the Annual General Meeting of Shareholders on Friday, 25 June 2021, to be held at the Fab-Form head office, Unit 19, 1610 Derwent Way, Delta, British Columbia at 4:00 pm Pacific time. Should you wish to attend by Zoom, please email zoomAgm@fab- form.comand we will send you the correct link and login credentials.

The Notice of Annual General Meeting and Management Proxy Circular contains important information about the meeting, voting, nominated directors, our governance practices and executive and directors' compensation. It also describes the Boards' roles and responsibilities and the key activities the Board undertook in 2020.

Your vote is important. We encourage you to participate in this process by voting your shares and, if possible, by attending the Annual General Meeting. Whether you choose to vote by proxy or in person, we appreciate your participation.

Sincerely,

Vishwanath Kumar	Richard Fearn
Corporate Secretary	President and Chief Executive Officer

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NOTICE OF MEETING

Notice is hereby given that the Thirty Fourth Annual General Meeting (AGM) of the Fab-Form Industries Ltd. ("Fab-Form" or the "Corporation") will be held on 25 June 2021 at 4:00 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. To elect directors (either by single resolution or separate votes as the Meeting decides);
3. To appoint auditors for the ensuing year and to authorize the directors to fix the remuneration to be paid to the auditors;
4. As a special resolution:
5. 1. to ratify and approve the exercise of any stock options granted in the previous year or as granted hereunder;
   2. to authorize and approve the granting and exercise of stock options in the forthcoming year, subject to the approval by the TSX Venture Exchange, and
   3. to authorize the directors to renegotiate or cancel any existing stock options;
6. To approve, 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
   8,822,065 shares or equal to 100% 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;
7. 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
8. 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 the shareholders of the Company present in person or by proxy at the Meeting is required.

Shareholders of record at the close of business on 20 May 2021, will be entitled to vote at the meeting and are encouraged to participate either by proxy or in person.

DATED the 09th Day of April 2021

BY ORDER OF THE BOARD

Vishwanath Kumar

Corporate Secretary

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MANAGEMENT PROXY CIRCULAR

SECTION 1 - VOTING

Meeting Procedures

Who can go to the meeting?

Anyone who holds Common Shares of Fab-Form as of 20 May 2021, which is the record date for the meeting, is entitled to attend the meeting.

Who can vote at the meeting and what are we voting on?

If you hold Common Shares as of the close of business on 20 May 2021, you have the right to cast one vote per Common Share on the business matters set out in the accompanying Notice of Annual Meeting and any other matters which properly come before the meeting.

How many shareholders do you need to reach a quorum?

A quorum is reached with at least two people present who hold, or represent by proxy, in the aggregate at least 25 percent of the issued and outstanding Common Shares, being the shares entitled to be voted at this meeting. On the 09 April 2021, Fab-Form had 8,822,065 Common Shares issued and outstanding.

Does any shareholder beneficially own 10 percent or more of the outstanding Common Shares?

Yes. To the knowledge of the directors and executive officers of Fab-Form, as of 09 April 2021, two individuals beneficially own, directly or indirectly, or exercise control or direction over, Common Shares that carry more than 10 percent of the voting rights attached to all Common Shares entitled to be voted at the meeting.

Voting Procedures

Am I a registered or non-registered shareholder?

You are a registered shareholder if you have a share certificate in your name.

You are a non-registered shareholder if your shares are registered in the name of an intermediary (such as a bank, trust company, trustee, investment dealer, clearing agency or other institution).

How can I vote if I am a registered shareholder?

• by attending the meeting and casting your vote in person;
• by appointing someone else as proxy to attend the meeting and vote your shares for you; or
• by completing your proxy form and returning it by mail or delivery, following the instructions on your proxy.

How can I vote if I am a non-registered shareholder?

If you are a non-registered shareholder and you receive your materials through an investment dealer or other intermediary, complete and return the forms entitling you to vote by following the instructions in those forms.

How is a resolution passed?

A simple majority of affirmative votes cast at the Meeting is required to pass the resolutions described herein. If there are more nominees for election as directors or appointment of the Company's auditor than there are vacancies to fill, those nominees receiving the greatest number of votes will be elected or appointed until all such vacancies have been filled. If the number of nominees for election or appointment is equal to the number of vacancies to be filled, all such nominees will be declared elected or appointed by acclamation.

How do I appoint someone else to go to the meeting and vote my shares for me?

Two directors of Fab-Form, Don Russell and Nigel Protter, have been named in the proxy to represent shareholders at the meeting. If you are a registered shareholder, you can appoint someone else to represent you at the meeting. Just complete a paper proxy by inserting the person's name in the appropriate space on the proxy form, or complete another acceptable paper proxy. If you are a non-registered shareholder, you can also appoint someone else to represent you at the meeting by following the instructions in the materials you receive through your investment dealer or other intermediary. In either case, the person you appoint does not need to be a shareholder but must attend the meeting to vote your shares.