Limoneira CO

The Audit Committee of the Board has recommended, andthe Board now asks that the stockholders of the Company ratify the selection of Deloitte &Touche LLP as independent auditor for the Company for thefiscal year ending October 31, 2024.

The Audit Committee appointed Deloitte & Touche LLP, a registered public accounting firm, to audit the annual financial statements for the fiscal year ended October 31, 2023. Based on its past performance during these audits, the Audit Committee has selected Deloitte & Touche LLP as the independent auditor to perform the audit of our financial statements and internal control over financial reporting for fiscal year 2024.

The selectionof our independent registered public accounting firm is not requiredto be submitted for stockholder approval, but the Board has determined that it would be desirable to request that the stockholders ratify the appointment. If stockholders do not ratify this selection, the Board will reconsider its selection of Deloitte & Touche LLP and may, in its sole discretion, either continue to retain this firm or appoint a new independent registered public accounting firm. Representatives of Deloitte & Touche LLP are expected to participate in the Annual Meeting, and will be available to respond to appropriate questions.

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