Village Farms International Announces Election of Directors and Termination of Shareholder Rights Plan

TRADING SYMBOL: The Toronto Stock Exchange/OTCQX: 
Village Farms International, Inc. – VFF/VFFIF

VANCOUVER, June 23, 2016 /CNW/ Village Farms International, Inc. (the "Company") (TSX: VFF) (OTC:VFFIF) announced today that all of the director nominees listed in the management information circular dated May 19, 2016 (the "Circular") were elected as directors of the Company at the annual and special meeting of shareholders held earlier today (the "Meeting").  The results of the vote for each nominee director are set out below:

Nominee

Votes For

% For

Votes Withheld

% Withheld

John R. McLernon

27,298,491

86.4%

4,286,196

13.6%

Christopher C. Woodward

27,302,591

86.4%

4,282,096

13.6%

John P. Henry

27,292,591

86.4%

4,292,096

13.6%

David Holewinski

27,298,491

86.4%

4,286,196

13.6%

Michael A. DeGiglio

27,302,591

86.4%

4,282,096

13.6%

Stephen C. Ruffini

27,298,491

86.4%

4,286,196

13.6%

Roberta Cook

27,294,103

86.4%

4,290,584

13.6%

In addition, the amended and restated shareholder rights plan agreement dated May 6, 2016 between the Company and Computershare Investor Services Inc. (the "Rights Plan") was not approved at the Meeting in the manner required by the Toronto Stock Exchange (the "TSX"). As described in the Circular, in order for the Rights Plan to have remained in effect, TSX rules required the shareholder resolution related thereto to be approved by a majority of the votes cast by both (a) the independent shareholders present in person or represented by proxy at the Meeting, and (b) the independent shareholders present in person or represented by proxy at the Meeting that were not Grandfathered Persons (as defined in the Circular). The only Grandfathered Person for these purposes was Mr. Michael DeGiglio, the Company's Chief Executive Officer. Although the Rights Plan was approved by independent shareholders present in person or represented by proxy at the Meeting, it was not approved by such independent shareholders when excluding the votes attached to shares controlled by Mr. DeGiglio, as required by TSX rules. Accordingly, the Rights Plan is no longer in effect.

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

About Village Farms

Village Farms is one of the largest producers, marketers and distributors of premium-quality, greenhouse-grown tomatoes, bell peppers and cucumbers in North America.  This premium product as well as premium product produced under exclusive arrangements with other greenhouse producers is grown in sophisticated, highly efficient and intensive agricultural greenhouse facilities located in British Columbia and Texas.  Product is marketed and distributed under the Village Farms® brand primarily to retail grocers and dedicated fresh food distributors throughout the United States and Canada.  Since its inception, Village Farms has been guided by sustainable growing methods and producing vegetables 365 days a year from its facilities that are healthier for people and the planet.  Village Farms is Good for the Earth®.

SOURCE Village Farms International, Inc.

For further information: Stephen C. Ruffini, Executive Vice President and Chief Financial Officer, Village Farms International, Inc., (407) 936-1190 ext 340.


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