Village Farms International (VFF) Proxy Filing summary

Executive summary

• Annual meeting scheduled for June 20, 2025, to be held virtually; shareholders of record as of May 9, 2025, are eligible to vote on key proposals.

• Proposals include election of directors, advisory approval of executive compensation, and appointment of KPMG LLP as auditor for 2025.

• Proxy materials, including the annual report and financial statements for 2024, are available online and by mail.

• Forward-looking statements are included, subject to risks and uncertainties as detailed in regulatory filings.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of eight directors, (2) advisory approval of executive compensation, and (3) appointment of KPMG LLP as auditor and authorization of their remuneration.

• Board recommends voting FOR all proposals.

• Shareholder proposals for the 2026 meeting must be received by April 21, 2026, to be considered.

• Shareholders may nominate directors or submit proposals under specific deadlines and requirements.

Board of directors and corporate governance

• Board consists of eight directors, six of whom are independent under Nasdaq and Canadian standards.

• Board committees include Audit and Risk, Compensation, and Corporate Governance and Nominating, all composed of independent directors.

• Board mandate includes oversight of strategy, risk, management performance, and integrity of financial reporting.

• Annual assessments of board and committee effectiveness are conducted.

• Diversity is considered in director recruitment, with 33% of directors or executive officers identifying as female, visible minority, indigenous, or disabled.