Village Farms International Announces Election of Directors and Annual General and Special Meeting Results

Rhea-AI Summary

On June 10, 2021, Village Farms International (TSX: VFF, NASDAQ: VFF) announced the results of its annual and special shareholder meeting. A total of 49,330,959 shares, or 60.76% of the outstanding shares, were voted. All resolutions presented were approved, including the election of directors with Michael A. DeGiglio receiving 94.31% of votes. PricewaterhouseCoopers LLP was re-appointed as auditor. Shareholders also approved amendments to the Amended and Restated Equity Plan. Full voting results will be available on SEDAR.

Positive

• Shareholders approved all matters presented at the Meeting.
• Michael A. DeGiglio and other nominees received high approval percentages for their election.
• Re-appointment of PricewaterhouseCoopers LLP as auditor ensures continuity in financial oversight.
• Approval of amendments to the Equity Plan could enhance employee incentives and align interests.

Negative

• Christopher C. Woodward received only 80.75% of votes, indicating potential shareholder concerns.
• The low percentage of withheld votes for some directors may reflect dissatisfaction among certain shareholders.

VANCOUVER, BC, June 10, 2021 /PRNewswire/ - Village Farms International, Inc. (the "Company" or "Village Farms") (TSX: VFF) (NASDAQ: VFF) today announced the voting results from its annual and special meeting of shareholders held earlier today (the "Meeting"). A total of 49,330,959 common shares of the Company, representing 60.76% of the issued and outstanding common shares of the Company, were voted in connection with the Meeting by shareholders and proxy holders.

All of the matters put forward before the Company's shareholders for consideration and approval, as set out in the Company's proxy statement dated May 6, 2021 (the "Proxy Statement"), were approved by the requisite majority of votes cast at the Meeting. Directors were elected as follows:

Nominee	Proxy Votes For	Proxy % For	Proxy Votes Withheld	Proxy % Withheld
Michael A. DeGiglio	32,242,381	94.31%	1,945,778	5.69%
John P. Henry	32,418,671	94.82%	1,769,487	5.18%
David Holewinski	32,526,521	95.14%	1,661,638	4.86%
John R. McLernon	31,603,513	92.44%	2,584,645	7.56%
Stephen C. Ruffini	31,815,046	93.06%	2,373,112	6.94%
Christopher C. Woodward	27,605,322	80.75%	6,582,837	19.25%

Also, PricewaterhouseCoopers LLP was re-appointed auditor of the Company to hold office until the next annual meeting of shareholders and the directors were authorized to fix the auditor's remuneration. In addition, the shareholders of the Company approved the renewal of and certain amendments to the Company's Amended and Restated Equity Plan (the "Plan") as well as all unallocated awards under the Plan, as further described in the Proxy Statement.

Final voting results of all matters voted on at the Meeting will be made available on SEDAR at www.sedar.com.

About Village Farms International, Inc.

Village Farms is one of the largest and longest-operating greenhouse growers in North America. The Company leverages decades of experience in large-scale, low-cost intensive agriculture as a vertically integrated produce supplier to pursue high-value, high-growth plant-based Consumer Packaged Goods opportunities in cannabis and CBD in North America and select markets internationally.

The Company's wholly owned Canadian subsidiary, British-Columbia-based Pure Sunfarms is currently one of the single largest cannabis operations in the world, one of the lowest-cost greenhouse producers and one of the best-selling brands in Canada.

In the U.S., subject to compliance with all applicable U.S. federal and state laws, Village Farms is pursuing a strategy to become a leading developer and supplier of branded and white-labeled CBD products targeting major retailers and consumer packaged goods companies. Village Farms has one of the largest greenhouse operations in the country and is strategically positioned to utilize its agricultural experience and Pure Sunfarms' operational and product expertise, to pursue potential high-THC cannabis opportunities as legally permitted to do so.

Internationally, Village Farms evaluates and targets select, nascent, legal cannabis and CBD opportunities with significant long-term potential, with an initial focus on the Asia-Pacific region through its investment in Australia-based Altum International.

Cautionary Statement Regarding Forward-Looking Information

This press release contains forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and is subject to the safe harbor created by those sections. This press release also contains "forward-looking information" within the meaning of applicable Canadian securities law.

We refer to such forward-looking statements and forward-looking information collectively as "forward-looking statements". Forward-looking statements may relate to the Company's future outlook or financial position and anticipated events or results and may include statements regarding the financial position, business strategy, budgets, expansion plans, litigation, projected production, projected costs, capital expenditures, financial results, taxes, plans and objectives of or involving the Company. Particularly, statements regarding future results, performance, achievements, prospects or opportunities for the Company, the greenhouse vegetable industry or the cannabis industry are forward-looking statements. In some cases, forward-looking information can be identified by such terms as "outlook", "may", "might", "will", "could", "should", "would", "occur", "expect", "plan", "anticipate", "believe", "intend", "try", "estimate", "predict", "potential", "continue", "likely", "schedule", "objectives", or the negative or grammatical variation thereof or other similar expressions concerning matters that are not historical facts.

The forward-looking statements in this press release are subject to risks that may include, but are not limited to our ability to continue our greenhouse growing operations at current scale, cost and our ability related to continue to be a vertically integrated produce supplier and legal, financial and regulatory risks related to pursuing high-value, high growth plant-based Consumer Packaged Goods opportunities in cannabis and CBD in North America and select markets internationally, our ability to maintain low costs and market-leading position in Canada. Our strategy to pursue a leading position as a developer and supplier of branded and white-labeled CBD products targeting major retailers and consumer packaged goods companies and the pursuit of potential high-THC cannabis opportunities are subject to risks associated with the legal status of the cannabis business; risks relating to obtaining additional financing, including our dependence upon credit facilities; potential difficulties in achieving and/or maintaining profitability; variability of product pricing; risks inherent in the cannabis, hemp and agricultural businesses, existing and new governmental regulations, regulatory compliance and licenses and changes in our regulatory requirements; risks related to rules and regulations at the U.S. federal (Food and Drug Administration and United States Department of Agriculture), state and municipal levels with respect to produce and hemp; retail consolidation, technological advances and other forms of competition; transportation disruptions; product liability and other potential litigation; retention of key executives; labor issues; uninsured and underinsured losses; vulnerability to rising energy costs; environmental, health and safety risks, foreign exchange exposure, risks associated with cross-border trade; difficulties in managing our growth; restrictive covenants under our credit facilities; natural catastrophes; the ongoing and developing COVID-19 pandemic; and tax risks.

The Company has based these forward-looking statements on factors and assumptions about future events and financial trends that it believes may affect its financial condition, results of operations, business strategy and financial needs. Although the forward-looking statements contained in this press release are based upon assumptions that management believes are reasonable based on information currently available to management, there can be no assurance that actual results will be consistent with these forward-looking statements. Forward-looking statements necessarily involve known and unknown risks and uncertainties, many of which are beyond the Company's control, that may cause the Company's or the industry's actual results, performance, achievements, prospects and opportunities in future periods to differ materially from those expressed or implied by such forward-looking statements. These risks and uncertainties include, among other things, the factors contained in the Company's filings with securities regulators, including this press release. In particular, we caution you that our forward-looking statements are subject to the ongoing and developing circumstances related to the COVID-19 pandemic, which may have a material adverse effect on our business, operations and future financial results.

When relying on forward-looking statements to make decisions, the Company cautions readers not to place undue reliance on these statements, as forward-looking statements involve significant risks and uncertainties and should not be read as guarantees of future results, performance, achievements, prospects and opportunities. The forward-looking statements made in this press release relate only to events or information as of the date on which the statements are made in this press release. Except as required by law, the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.

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SOURCE Village Farms International, Inc.

FAQ

What were the voting results from Village Farms' shareholder meeting on June 10, 2021?

At the meeting, 49,330,959 shares were voted, and all resolutions were approved, including the election of directors.

Who were the directors elected at the Village Farms meeting?

Michael A. DeGiglio, John P. Henry, David Holewinski, John R. McLernon, Stephen C. Ruffini, and Christopher C. Woodward were elected as directors.

What percentage of votes did Michael A. DeGiglio receive in the election?

Michael A. DeGiglio received 94.31% of the proxy votes in his favor.

Who was re-appointed as auditor for Village Farms?

PricewaterhouseCoopers LLP was re-appointed as the auditor.

What amendments were made to the Village Farms Equity Plan?

Shareholders approved the renewal and certain amendments to the Amended and Restated Equity Plan.