Village Farms International (VFF) Proxy filing summary

Executive summary

• Annual meeting scheduled for June 2, 2026, to be held virtually, with shareholders of record as of April 28, 2026, eligible to vote on key proposals.

• Shareholders will vote on the election of seven directors, an advisory say-on-pay for executive compensation, and the appointment of KPMG LLP as auditor for 2026.

• Proxy materials, including the annual report and financial statements for 2025, are available online and by mail.

• The Board recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Proposals include electing directors, approving executive compensation on a non-binding basis, and appointing KPMG LLP as auditor.

• Shareholders may submit proposals for the 2027 meeting by April 3, 2027, and director nominations must comply with company by-laws and SEC rules.

• Voting can be done online, by mail, or by telephone, with specific instructions for registered and non-registered shareholders.

• Board recommends voting “FOR” all director nominees, executive compensation, and auditor appointment.

Board of directors and corporate governance

• Seven directors are nominated, with six considered independent under Nasdaq and Canadian standards.

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

• Board has adopted mandates and charters for governance, risk, compensation, and disclosure, and conducts annual assessments of effectiveness.

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

• No term limits for directors; orientation and ongoing education provided.