Curaleaf Holdings, Inc. (CURA) Earnings Call Transcript & Summary

Good morning. My name is Camilo Lyon, Chief Investment Officer of Curaleaf Holdings, Inc. And on behalf of our management and directors, I would like to welcome you to the Annual General and Special Meeting of Shareholders of Curaleaf Holdings, Inc. I will be acting as Chair of the meeting today. On behalf of the Board, I wish to express thanks to those shareholders who have submitted their proxies in advance of today's meeting. This year, again, the meeting is being held virtually via live webcast only. The company views the use of technology enhanced shareholder communications as a method to facilitate individual investor participation, making the meeting more accessible and engaging for all involved by permitting a broader base of shareholders to participate in the meeting, which is consistent with the goals of the regulators, stakeholders and others invested in the corporate governance process. As this meeting is being held virtually via live webcast, we think it is necessary to set out a few rules for the orderly conduct of the meeting. One, registered shareholders and duly appointed proxy holders who wish to communicate with the members of the management team and the Board or who wish to present or ask a question in respect of a motion may do so using instant messaging on the Lumi virtual interface. Two, as described in our circular, duly appointed proxy holders were required to register with our transfer agent and obtain a control number prior to this meeting in order to participate, vote and ask questions during the meeting. Three, when asking a question, please indicate which entity you represent, if any, and confirm that you are a registered shareholder or a duly appointed proxy holder. Four, questions asked during the meeting will only be addressed at the end of the meeting unless they relate to procedural matters or are directly related to the motions presented before the meeting. Five, questions or comments containing inappropriate language or that are otherwise disruptive to the orderly conduct of the meeting for all shareholders will not be answered. Six, questions which were already answered or that are redundant or repetitive will not be answered. Seven, for the purposes of the meeting today, voting on all matters will be conducted by a single electronic ballot. Registered shareholders and duly appointed proxy holders will be asked to vote on all business items at the same time. Curaleaf has determined that voting will be open at the beginning of the formal part of the meeting and will remain open throughout the same. This will allow you to choose to vote on each resolution as soon as voting opens or wait until the conclusion of the discussion on each resolution prior to casting your votes. Eight, only registered shareholders and duly appointed proxy holders of the company are permitted to participate in the voting. I would also like to advise everyone that certain of the comments you may hear today may be forward-looking statements that involve assumptions, risks and uncertainties that could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. We refer you to our disclaimer regarding forward-looking statements contained in our annual information form for the year ended December 31, 2025, which was filed on SEDAR+ on February 26, 2026. Please note that only registered holders of subordinate voting shares and multiple voting shares of record as of May 5, 2026, or their duly appointed proxy holders are permitted to participate, ask questions and vote at this meeting. The formal part of the meeting should last around 45 minutes. We will end the meeting with a short moderated questions-and-answer period to answer a few questions from stakeholders. It should be noted that based on the proxies already received by the company prior to the meeting, the required level of shareholders' approval to adopt each of the resolutions to be presented to the shareholders at today's meeting has already been obtained. To expedite the formal part of the meeting, I will move and second all motions as permitted under the company's articles. We will now proceed with the formal portion of today's meeting. Please note that voting is now open and will remain open throughout the formal portion of the meeting. I call to order the Annual General and Special Meeting of the company's shareholders. With the consent of the meeting, I appoint Peter Clateman, Chief Legal Officer, to act as Secretary of the meeting. In addition, and with the consent of the meeting, I appoint Odyssey Trust Company through Stacey Diocampo as scrutineer. The scrutineer will report the number of subordinated voting shares and multiple voting shares represented in person and by proxy at this meeting, tabulate the votes and report the results. The scrutineer has provided me with a copy of the report, which indicates that at least 2 shareholders of the company are present or represented by proxy. This meets the quorum requirements in the company's articles. And as such, we are permitted to proceed with the meeting. A copy of the final report on attendance will be filed with the records of the meeting. I have here the certificate of our transfer agent, Odyssey Trust Company, indicating that proper notice of the meeting has been given in accordance with applicable corporate and securities laws and the articles of the company. Accordingly, unless there is an objection, I will dispense with the reading of the notice of the meeting. I direct that a copy of the notice with proof of mailing be kept by the Secretary with the records of the meeting. The purpose of today's meeting are set out in detail in the management information circular dated May 7, 2026, as supplement to the circular dated June 15, 2026. Copies of the circular were made available to shareholders on or around May 14, 2026, together with the notice of the meeting in the form of proxy. Copies of the circular and other meeting materials are available under the company's profile on the SEDAR+ website. In addition to the customary annual meeting matters, there are also items of special business for your consideration today. You will be asked to consider and, if thought advisable, to pass with or without variation. One, an ordinary resolution to approve the continued ability of the company to issue awards and the company's 2018 stock incentive plan as amended from time to time, including the approval of unallocated awards thereunder. Two, a special resolution to approve an amendment to the articles of the company having the effect of amending the share capital of the company. Three, an ordinary resolution to approve the implementation of our proposed exchange program, whereby up to 10,070,478 of the company's currently outstanding stock options have an exercise price or subject to performance vesting conditions tied to a trading price per share equal to or exceeding $5 will be exchanged for the restricted share units of the company. And four, a special resolution to approve a plan of arrangement under Section 288 of the Business Corporations Act, British Columbia, involving, among other things, the continuation of the company out of British Columbia, Canada to the state of Delaware in the United States. For the purposes of the meeting today, voting on all matters will be conducted by a single electronic ballot. As noted earlier, voting for all business items will remain open throughout the formal portion of the meeting until voting is closed near the end of the formal portion. After you have registered your votes, the scrutineer will compile the votes in respect of each business item. You should know that proxies lodged before this meeting allow management of the company to cast a significant number of votes. Based on the number of shares represented at this meeting, the members of management here with me today will be able to determine the outcome of all motions that will go to a vote today. I may therefore declare the motions, which will go to a vote today is carried even though all of the votes may not have been counted or a final report may not yet be available. I shall do this to keep up the pace of the meeting. Under the company's articles, the Chair of the meeting can propose motions and no motion proposed at a meeting of shareholders is required to be seconded. In order to expedite the meeting, I will propose certain motions and will not call for a seconder. But this is in no way intended to inhibit any questions or discussion with respect to the motions. I now declare that this meeting was properly called and duly constituted for the transaction of business. The first item of business is the presentation of the company's consolidated financial statements for the fiscal year ended December 31, 2025, as well as the auditor's report thereon. These financial statements and the auditor's report were made available on SEDAR+, on the SEDAR+ website under the company's profile on February 26, 2026. The financial statements were also made available on a dedicated site hosted by our transfer agent, Odyssey Trust Company, as required under the notice and access regime. Unless there is an objection, I will dispense with the reading of the auditor's report. We will entertain any questions with respect to the financial statements in the general question period. We now move to the next item on today's agenda. The articles of the company require a minimum of 3 directors of the company. There are currently 7 directors of the company. At this meeting, 7 directors are proposed for election. Out of the 7 direct nominees, 6 are currently serving on the Board and 5 were elected by the shareholders at the Annual General Meeting of Shareholders held on June 13, 2025. Mr. Torsten Grief was just recently appointed to the Board and the company is proposing each of Mr. Grief and Ms. Faith Charles for election as directors of the company for the first time. Mr. Mitchell Kahn is not being nominated for re-election at the meeting. On behalf of the Board of Directors of the company, I would like to extend our most heartfelt gratitude to him for his service and dedication to the company over the last several years. I now move to set the number of directors on the Board of Directors of the company at 10. In accordance with the articles of the company, the Board will have the discretion to select suitable candidates and appoint them as directors of the company to fill in the 3 vacancies that will remain following the meeting. As such, directors will hold office until the next Annual General Meeting of the Shareholders or until they are otherwise replaced. The motion is now on the floor. Is there any discussion on the motion? As mentioned at the beginning of this meeting, voting today is conducted by a single electronic ballot and voting is now open on all matters to be presented at the meeting. Unless there are any questions or discussions, we will continue with the next items of business. The next matter to be acted upon is the election of 7 individuals to the Board of Directors. The term of office of the directors is from today until the next Annual General Meeting of Shareholders or until such time as their successors have been duly elected or appointed. The circular contains information on each of the 7 nominees recommended for election as directors. As outlined in the circular, the following individuals have been nominated to hold office until the close of the next Annual General Meeting of the Shareholders or until the successors are duly elected or appointed. They are: Boris Jordan, currently the Chair of the Board and the Chief Executive Officer of the company; Joseph Lusardi, currently the Executive Vice Chair of the Board; Michelle Bodner; Faith Charles; Torsten Grief; Karl Johansson; and Shasheen Shah. Each of these persons nominated has confirmed that he or she is prepared to serve as director. Each of them qualifies to serve as a director under the provisions of the British Columbia Business Corporations Act. Given that no nominations were received in accordance with the provisions contained in the company's articles, I declare the nominations to be closed. I move to nominate the directors as set forth in the circular. The motion is now on the floor. Proxies have been solicited for each of the 7 proposed qualified persons listed in the circular. The form of proxy for voting on the election of directors sets out each proposed nominee separately and allows shareholders to vote for each director individually. Is there any discussion on the motion? I'll now move to the next item of business. The next item of business is the appointment of the auditors of the company for the ensuing year and to authorize the directors of the company to fix the remuneration of the auditors. BDO USA, P.C. have been first appointed as auditors of the company effective as of May 6, 2026, following the resignation of PKF O'Connor Davies, LLP, the previous auditors of the company having served as auditors from August 9, 2022, until May 6, 2026. The Audit Committee and the Board have approved, subject to shareholder approval, the appointment of BDO as auditors of the company. I move that BDO USA, P.C. be appointed the auditors of the company until the next Annual General Meeting of Shareholders and that the directors be authorized to fix their remuneration. Is there any discussion on the motion? I'll now move on to the next item of business. The next item of business is a resolution to approve the continued ability of the company to issue awards under the company's 2018 Stock and Incentive Plan as amended from time to time, including the approval of unallocated awards thereunder. Such resolution being referred to as the LTIP resolution. As required by the rules of the Toronto Stock Exchange, all unallocated options, rights or other entitlements under the security-based compensation arrangement, which does not have a fixed maximum aggregate number of securities issuable must be approved by a majority of the company's security holders every 3 years. Given that the company's stock and incentive plan is a rolling 10% of evergreen plan, the company is seeking shareholder approval of the company's rolling plan and of all unallocated awards issuable thereunder in accordance with the TSX Company manual. The full text of the LTIP resolution is set out and reproduced in Appendix B of the circular, and a summary of the LTIP resolution can be found on Page 37 and following the circular. To be adopted, the LTIP resolution requires the affirmative vote of not less than the majority of the votes cast by shareholders present in person or represented by proxy and entitled to vote at the meeting. Unless there is an objection, I'll dispense with the reading of the full text of the LTIP resolution, which can be found in Appendix B of the circular. I now move that the LTIP resolution be approved. Is there any discussion on the motion? I will now move to the next item of business. The next item of business is a special resolution for the purpose of adopting an amendment to the articles of the company. The proposed amendment would amend the share capital of the company such that the automatic conversion feature of the dual class share structure of the company pursuant to which the multiple voting shares would automatically convert into subordinate voting shares on a one-to-one basis on the date following the listing of the subordinate voting shares of the company on the Nasdaq Stock Market, New York Stock Exchange or another exchange or marketplace approved by the Board of Directors would be removed from the articles of the company. The full text of the special shareholders resolution, a prudently proposed amendment and amending the articles of the company is set out and reproduced in the Appendix C of the circular, and a summary of the proposed amendment can be found on Page 39 and filing of the circular. Due to the requirements of the British Columbia Business Corporations Act, the articles of the company and relevant Canadian securities laws, the amendment resolution must be approved by at least 2/3 of the votes cast at the meeting by all holders of the subordinated voting shares and multiple voting shares present in person or represented by proxy voting together as a single class, at least 2/3 of the votes cast at the meeting by all holders of multiple voting shares present in person or represented by proxy voting as a class, at least 2/3 of the votes cast at the meeting by all holders of the subordinate voting shares present in person or represented by proxy voting as a class, and for the purpose of confirming the requisite minority approval under relevant Canadian securities laws has been obtained. A majority of the votes cast at the meeting by the holders of subordinate voting shares, excluding the votes attached to the subordinate voting shares beneficially owned or over which control or direction is exercised by Boris Jordan, Chairman and Chief Executive Officer of the company, or by related parties of Mr. Jordan in person acting jointly or in concert with Mr. Jordan, including affiliates and associates, if any. It should be noted that assuming the proposed amendment is adopted, the substance of the proposed amendment will be incorporated in the certificate of incorporation by which the company will be domiciled as a Delaware company pursuant to the plan of arrangement, which will be the last item of business at today's meeting. Unless there is an objection, I will dispense with the reading of the full text of the special resolution approving the proposed amendment, which can be found at Appendix C of the circular. I now move that the proposed amendment be approved. Is there any discussion on the motion? I'll now move to the next item of business. The next item of business is the resolution for the purpose of approving the implementation of a proposed exchange program, whereby up to 10,070,478 of the company's currently outstanding stock options having an exercise price or subject to performance vesting conditions tied to a trading price equal to or exceeding USD 5 would be exchanged for the restricted share units of the company. A summary in the full text of shareholder resolution approving the option RSU exchange is set out and reproduced on Page 47 and following of the circular. Due to requirements under the applicable stock exchange rules and applicable securities legislation, the option RSU exchange must be approved by: one, a simple majority of the votes cast by the holders of the subordinate voting shares and the holders of multiple voting shares voting together as a single class; and two, as it relates to the participation of the insiders of the company and the option RSU exchange, a simple majority of the votes cast by the holders of subordinate voting shares and the holders of multiple voting shares voting together as a single class, excluding the votes attached to subordinate voting shares and multiple voting shares held or over which direction of control is exercised directly or indirectly by insiders of the company who are eligible holders being Boris Jordan, Chairman and Chief Executive Officer; Joseph Lusardi, Executive Vice Chairman; Ed Kremer, Chief Financial Officer; Peter Clateman, Chief Legal Officer; and Camilo Lyon, Chief Investment Officer. Unless there is an objection, I will dispense with the reading of the full text of the option RSU exchange resolution, which can be found on Page 47 and following of the circular. I now move that the option RSU exchange be approved. Is there any discussion on the motion? I will now move to the last item of business. The last item of business in this special resolution -- is a special resolution for the purpose of approving the plan of arrangement under Section 288 of the Business Corporations Act, British Columbia, involving, among other things, the continuation of the company out of British Columbia, Canada to the state of Delaware in the United States and maintaining the same corporate name, Curaleaf Holdings, Inc. The continuance would have the effect of subjecting the company to the laws of the state of Delaware as if it had originally been incorporated in the state of Delaware and the company adopting new charter documents and bylaws, including the new authorized capital structure contemplated in such charter documents. Upon completion of the continuance, among other things, each issued and outstanding subordinate voting share of the British Columbia formed Curaleaf will be deemed to represent 1 share of subordinate voting common stock of the Delaware continued Curaleaf. The same treatment will apply to each issued and outstanding multiple voting share and exchange [indiscernible] share of the [indiscernible] Curaleaf which will, for all purposes, be deemed to represent respectively, 1 share of multiple voting common stock and 1 share of exchangeable common stock on the Delaware continued Curaleaf. Furthermore, each outstanding option to purchase subordinate vote shares and each outstanding restricted share unit to receive subordinate voting shares will, for all purposes, be deemed to be adjusted pursuant to the terms of the Curaleaf 2018 Stock Incentive Plan as amended to become, respectively, one outstanding option to purchase an equal number of Delaware subordinate voting shares and one restricted stock unit to receive an equal number of Delaware subordinate voting shares, in each case on the same terms and conditions and set forth in the Curaleaf 2018 Stock and Incentive plan and the applicable award agreements. The plan of arrangement is in the form attached as Appendix E of the circular. The new charter documents being the certificate of domestication, the certificate of incorporation and the bylaws are in the forms attached as Schedule A, B and C, respectively, to the plan of arrangement. Given the results of the voting on the proposed amendments, note that the certificate of incorporation included in the circular will be the version that reflects the substance of the proposed amendment. The full text of the special shareholders' resolution improving the plan of arrangement is set out and reproduced in Appendix D of the circular and a summary of the resolution and the plan of arrangement can be found on Page 50 and following of the circular. The resolution must be approved by at least 2/3 of the votes cast by holders of subordinate voting shares and the holders of multiple voting shares voting as a single class present in person or by proxy at the meeting. Unless there is an objection, I will dispense with the reading of the full text of the special resolution approving the plan of arrangement, which can be found at Appendix D of the circular. I now move that the plan of arrangement be approved. Is there any discussion on the motion? As previously mentioned, voting today is conducted by a single electronic ballot, voting opened at the beginning of the formal part of the meeting for all business items. If you have not yet cast your vote in respect of each of today's business items for this meeting, please do so now. Please register your vote by accessing the voting page when prompted and by pressing on the for or against buttons next to the resolutions. Setting the number of directors at 10. Two, approving the continued ability of the company to issue awards under the company's 2018 Stock and Incentive Plan as amended from time to time, including the approval of unallocated awards thereunder. Three, approving the amendment to the share capital of the company. Four approving the option RSU exchange program. And five, approving the plan of arrangement. And by pressing on the for or abstain buttons next to the resolutions relating to the election of the 7 proposed directors and next to the resolution with respect to the appointment of BDO as auditors of the company and authorizing the Board of Directors to fix their remuneration. Once the electronic balloting closes, the voting page will disappear, and your votes will automatically be submitted. We will wait a few minutes for the completion of the electronic ballots and then move on with the remainder of the meeting. We will provide registered shareholders and duly appointed proxy holders approximately 1 minute to complete the electronic ballots. Once voting is completed, I would ask that the scrutineer compile the preliminary report on ballots regarding the preliminary results of voting on all business matters. [Voting]

Now that voting is completed, we will take a short break of a minute or 2 so that the scrutineer can compile preliminary ballot results in respect of each business item. We will reconvene in a few moments with the scrutineers' preliminary ballot results. [Break]

I am pleased to confirm the following. One, the number of directors of the company has been set at 10. Two, each of the 7 nominees have been elected as directors of the company to serve until the next Annual General Meeting of Shareholders or until the successors are elected or appointed. Three, the appointment of BDO USA, P.C. as the auditors of the company has been approved and the Board of Directors of the company has been authorized to fix the remuneration. Four, the resolution approving the company's stock and incentive plan and the unallocated awards thereunder has been approved. Five, the proposed amendment to the articles of the company for the purpose of amending the articles of the company has been approved. Six, the resolution for the purpose of approving the option RSU exchange has been improved. Seven, the special resolution for the purpose of approving the plan of arrangement, including the continuation of the company out of British Columbia, Canada, to the state of Delaware in the United States has been approved. I direct that the results of the poll be included in the minutes of this meeting. We will announce the final results of the meeting in the press release in accordance with the policies of the TSX and file a press release on SEDAR+ following completion of the meeting. If there is no further business to be brought before this meeting, I move that the formal portion of today's meeting be concluded, and I now declare the formal part of the meeting closed. We will now open the floor for a question-and-answer period. I ask that all attendees who would like to ask a question use the instant messaging feature of the virtual platform to do so. We will answer as many questions as time permits. When asking your question, please state your name, the entity you represent, if any, and confirm you are a registered shareholder or a duly appointed proxy holder. Please limit your questions to topics relating to today's subject matter and keep your questions short and to the point. We will now give attendings a brief moment to type in their questions. For each question we answer, we will summarize the question. We would like to remind you that the questions, which were already answered or that are redundant or repetitive will not be answered. There being no questions, we are now concluding the question-and-answer portion of this meeting. On behalf of management, our Board of Directors and our employees, I would like to take the opportunity to thank everyone for attending the meeting today. I would like to thank all of our shareholders for their commitment and continued support. We look forward to your attendance again next year. We encourage all shareholders to regularly consult with the investor presentations that we published at the Investor Relations section of our website at www.curaleaf.com.