Affinor Growers Inc. — Proxy Solicitation & Information Statement 2025

Apr 30, 2025

AFFINOR

GROWERS

AFFINOR GROWERS INC.
250-750 W. Pender St., Vancouver
British Columbia, V6C 2T7, Canada
Telephone No.: 604-757-4100

NOTICE-AND-ACCESS NOTIFICATION TO SHAREHOLDERS

AND

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual general meeting (the “Meeting”) of the shareholders (the “Shareholders”) of Affinor Growers Inc. (hereinafter called the “Company”) will be held at Suite 1500, 1055 West Georgia Street, Vancouver, British Columbia, Canada, on Friday, June 6, 2025, at 11:00 a.m. (Pacific Time) (the “Meeting”).

Should any changes to the Meeting format occur, the Company will announce any and all changes by way of news release, which will be filed under the Company’s corporate profile on SEDAR+ at www.sedarplus.ca. We strongly recommend you check the Company’s website https://www.affinorgrowers.com/investors prior to the Meeting for the most current information. In the event of any changes to the Meeting format, the Company will NOT prepare or mail amended Meeting materials.

Purpose of the Meeting:

1. to table the Company’s consolidated audited financial statements for the financial years ended May 31, 2024 and May 31, 2023, the report of the auditor thereon and the related management discussion and analysis (see the section entitled “FINANCIAL STATEMENTS” in the Information Circular);
2. to fix the number of directors at four (4) (see the section entitled “ELECTION OF DIRECTORS – NUMBER OF DIRECTORS” in the Information Circular);
3. to elect directors of the Company for the ensuing year (see the section entitled “ELECTION OF DIRECTORS - NOMINEES” in the Information Circular); and
4. to appoint Zeifmans LLP, Chartered Professional Accountants, as the auditor of the Company at a remuneration to be fixed by the Directors (see the section entitled “APPOINTMENT OF AUDITOR” in the Information Circular).

The Information Circular contains details of matters to be considered at the Meeting. No other matters are contemplated, however any permitted amendment to or variation of any matter identified in this Notice may properly be considered at the Meeting. The Meeting may also consider the transaction of such other business as may properly come before the Meeting or any adjournment thereof.

Shareholders of record on the Company’s books at the close of business on Thursday, April 10, 2025 are entitled to attend and vote at the Meeting or at any postponement or adjournment thereof. Each common share is entitled to one vote.

The Company’s consolidated audited financial statements for financial years ended May 31, 2024 and May 31, 2023, the auditor’s report thereon, and the related management’s discussion will be tabled at the Meeting. The financial statements will be made available at the Meeting and will be available on the Company’s SEDAR + website at www.sedarplus.ca.

Voting

Unless you are physically attending the Meeting, you must vote using the method set out in the enclosed Proxy or Voting Instruction Form (“VIF”).

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To Registered Shareholders: A proxy will not be valid unless it is deposited with our transfer agent Computershare Investor Services Inc. (“Computershare”), (i) by mail using the enclosed return envelope or (ii) by hand delivery to Computershare, 8th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1. Alternatively, you may vote by telephone at 1-866-732-VOTE (8683) (toll free within North America) or 1-312-588-4290 (outside North America), or by internet using the 15 digit control number located at the bottom of your proxy at www.investorvote.com. All instructions are listed in the enclosed form of proxy. If any questions, please call Computershare’s FAQ telephone number at 1-800-564-6253.

Your proxy form must be received no later than 11:00 a.m. (Pacific Time) on Wednesday, June 4, 2025 or, if the Meeting is adjourned, 48 hours (excluding Saturdays and holidays) before the beginning of any adjournment of the Meeting.

To Beneficial Shareholders: Beneficial Shareholders are asked to return their VIF (16 digit control number on your VIF) using the following methods:

Internet: Go to www.proxyvote.com and follow the instructions.

Mail: Complete the VIF, sign it and mail it in the envelope provided.

Your voting instruction form must be received by the deadline date indicated on your VIF.

Notice and Access

Shareholders are also hereby notified that the Company is using the notice-and-access provisions (“Notice-and-Access”) contained in National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer for the delivery to its Shareholders of the Meeting Materials for the Meeting (the “Meeting Materials”), which include this Notice and the Circular. Under Notice-and-Access, instead of receiving paper copies of the Meeting Materials, shareholders may receive the Meeting Materials electronically or request a paper copy of the Meeting Materials.

The Meeting Materials are available on the Company’s issuer profile on SEDAR + at www.sedarplus.ca and the Company’s website at https://www.affinorgrowers.com/investors. The Meeting Materials will remain on the Company’s website for one year following the date of this Notice. Shareholders are reminded to access and review all the information contained in the Circular and other Meeting Materials before voting.

Shareholders may request, without any charge to them, a paper copy of the Meeting Materials. To ensure you receive the materials in advance of the voting deadline and meeting date, all requests must be received by Computershare at telephone number 1 866-962-0498, from Outside of North America – (514) 982-8716 no later than on Friday, May 23, 2025. The Meeting Materials will be sent to such Shareholders within ten days of their request. To obtain paper copies of the materials after the meeting date, please contact 1-800-[REQUESTLINE]. Requests may be made up to one year from the date the meeting date.

The Circular contains details of matters to be considered at the Meeting. Please review it closely before voting.

DATED at Vancouver, British Columbia, April 25, 2025.

BY ORDER OF THE BOARD

“Nicholas Brusatore”

Nicholas Brusatore
President and Chief Executive Officer