Village Farms International, Inc. (VFF) Earnings Call Transcript & Summary

Hello, and welcome to the Annual Meeting of Shareholders of Village Farms International, Inc. Please note that today's meeting is being recorded. If you participate in today's meeting and disclose personal information, you will be deemed to consent to the recording, transfer and use of same. If you disclose personal information of another person in today's meeting, you will be deemed to represent and warrant to Computershare and the corporation that you first obtained all required consents for the disclosure, recording, transfer and use of such personal information from all appropriate persons before your disclosure. And it is now my pleasure to turn today's meeting over to Mr. John McLernon, Chairman of Village Farms International. John, the floor is yours.

Thank you. Good morning, everybody. I'd like to welcome you to our Virtual Annual Meeting of Shareholders of Village Farms International, Inc. My name is John McLernon, and I'm Chairman of the Board of Directors of the company, and I will chair the meeting. On behalf of the Board, our officers and employees, I would like to thank you for attending our Annual Meeting of Shareholders. We are pleased to again conduct our annual meeting virtually via the web portal. We view this meeting format as a means of providing an efficient meeting process. The meeting will now -- will be now brought to order. Stephen Ruffini, the Chief Financial Officer of the company, will act as Secretary of the meeting, and Computershare will act as scrutineer. The Board of Directors fixed the close of business on May 9, 2025, as the record date for determining shareholders entitled to vote at the meeting. Notice of the Meeting, related proxy statement and our most recent 10-K were mailed to shareholders on or before May 26, '25, as confirmed by Computershare and bridge Broadridge. The shareholder list shows that as of record there were 112,337,049 common shares outstanding and entitled to vote. I direct a copy of the meeting materials, together with the applicable confirmations of mailing be kept with the records of this meeting. I wish to express thanks to those shareholders who have submitted their proxies in advance. The company has received the preliminary scrutineer's report, which indicates the proxies representing a total of 47.6% of our outstanding common shares have been properly deposited prior to the meeting, and I declare that a quorum is present. I will now proceed with the business of the meeting. The next item of business is a presentation of consolidated financial statements of Village Farms and its subsidiaries as of December 31, 2024, and the independent auditor's report thereon. I ask Stephen Ruffini, the Chief Financial Officer, to table the consolidated financial statements of the company and its subsidiaries as of December 31, 2024. I've been advised by Stephen Ruffini that for efficiency purposes, he's prepared to second each of the upcoming motions with respect to the items of business outlined in the company's proxy statement dated May 12, 2025. Accordingly, I will take such motions as seconded with no further action needed. After presenting all items of business, I will then ask registered shareholders or their duly appointed proxy holders to cast their votes. We will now proceed with the election of directors of the company. Eight directors of the company are to be elected to hold office until the next Annual Meeting of Shareholders or until his or her successor is elected or appointed. Information regarding the nominees proposed by management is set out in the company's proxy statement dated May 12, 2025. The Board has adopted a majority voting policy that will apply if any of the directors receive a number of for votes that is less than the majority of the votes cast. I have the pleasure of nominating the following persons for election as directors of the company to hold office until the next Annual Meeting of the Shareholders or until their successors are elected or appointed: Michael A. DeGiglio; John P. Henry; John R. McLernon; Christopher C. Woodward; Kathleen M. Mahoney; David Holewinski; Carolyn Hauger; and Stephen Ruffini. The company's bylaws require that nominations of directors by shareholders be received by the Board of Directors of the company in the prescribed manner in advance of the meeting in order to be valid. As no known nominations were received, I declare that nominations for directors are closed. Accordingly, I move that each of the above-mentioned persons for election as directors of the company be elected to hold office until next Annual Meeting of Shareholders or until their successors are elected or appointed. The next item of business is the approval of the compensation of the company's named executive officers on an advisory nonbinding basis. Accordingly, I move that the company's named executive officer compensation be approved on an advisory nonbinding basis. Is there a seconder? Thank you. Next item of business is the reappointment of the auditors of the company. Accordingly, I move that the KPMG LLP be reappointed auditors of the company to hold office until the next Annual Meeting of Shareholders or until a successor is named. I'll take a moment to ask any registered holders or duly appointed proxy holders who have not yet voted or who may wish to change their vote with respect to these motions to do so now by clicking on the Vote Here button on the web portal and follow the instructions. You must hit Submit for your vote to be counted. We will leave the polls open for a minute for registered holders and proxy holders who have properly logged in with their control numbers and wish to vote. I'll pause for a moment. [Voting]

Thank you. Now that everyone has had an opportunity to vote on each of the matters, I now declare the polls of the 2025 Village Farms International Annual Shareholder Meeting closed. I've been advised by the scrutineer that the preliminary voting report shows that each of the director nominees for election to the Board have been duly elected and that all other applicable motions have been approved. We will report the final detailed voting results on a Form 8-K and in the SEDAR+ filing following today's meeting. As there's no further business to be brought before the meeting, I hereby move that this meeting be terminated. Thank you very much for everyone for joining us, and we thank you for your interest, and you may now disconnect. Thank you.