SNDL Inc. (SNDL) Earnings Call Transcript & Summary

Ladies and gentlemen, welcome to the Annual and Special Meeting of the Common Shareholders of SNDL Inc. My name is Greg Mills, and I am Chair of the Board of Directors of SNDL. In the event of a technical disruption, the persons present and entitled to vote at this meeting shall choose one of their members to act as alternative chair for the meeting. Before we begin the formal business portion of the meeting, I'll provide some comments on voting and questions at today's meeting. In making the decision to hold a virtual meeting, it was paramount to ensure that shareholder rights were protected. We have ensured that this meeting offers shareholders the same opportunities to participate as in past, in-person meetings. Voting during this meeting can only be done through our virtual voting platform on the webcast. Only registered shareholders who held shares in their name as of June 16, 2025, the record date of this meeting or their validly appointed proxy holders are entitled to vote at this meeting. We will conduct the votes on the matters before us by a poll. On a poll, every shareholder entitled to vote on the matter has one vote in respect of each share entitled to be voted on the matter held by that shareholder. Proxy votes received prior to the meeting have already been counted. The poll will be open for all resolutions at the same time. This will allow you to choose to vote on each resolution immediately or wait until the conclusion of the discussion on each resolution prior to casting your vote. I also welcome all guests who are not registered shareholders who are holding or who are holding proxies of registered shareholders. As a reminder, as with an in-person meeting, only registered shareholders and duly appointed proxy holders are able to vote or ask questions. Shareholders can submit their questions at any time during the meeting. There will be opportunities for shareholders to ask questions specific to each resolution on the webcast. If you have a question, click on messaging at the top right of the webcast page. Please read the instructions in the text box before submitting your question. In particular, we ask that you identify whether your question relates to a motion being considered or as part of the formal business of this meeting or whether it is of more general in nature. We will address questions that directly relate to a particular motion at the appropriate time of the meeting. If a question is personal in nature, we will follow-up with you individually after the meeting. Once you have finished typing out your question, click the Submit button. Lauren Lee, Senior Legal Counsel will receive the questions and at the appropriate time will read them out in order for everyone to be aware of the question being dealt with. Any proposed amendments or objections to a motion will need to be submitted as questions. All proposed amendments or objections will be addressed during the meeting, provided they are submitted during the period when the polls are open. With respect to questions other than proposed amendments or objections, the Chair will address the questions as appropriate. If we have a number of questions that are the same or very similar on topic, we will paraphrase and group the questions and mention that we have received similar questions. During the general question-and-answer session after my remarks, we will endeavor to address general questions from our registered shareholders or duly appointed proxy holders that are not specific to a resolution. However, please note that due to time constraints, we may not be able to answer all questions today. The polls are now open on all resolutions. Voting can be completed at any time from now until the end of the formal business of the meeting. Thank you for those who have already voted. If you have already voted in advance of the meeting and do not wish to change your vote, then you need not do anything. For those who have not yet voted, we encourage you to vote now. Once discussion on all items of the business has concluded, I will give you some time to change your votes or enter them if you have not yet voted, and then we will declare voting closed on all resolutions. Okay. With that said, the annual and special meeting will now come to order. SNDL's General Counsel and Corporate Secretary, Matthew Husson will act as Secretary of the meeting and representatives from Odyssey Trust Company will act as the scrutineer of the meeting. In order that the meeting covers all of the business for which it was convened within a reasonable amount of time, for each motion brought today, Lauren Lee will be deemed to have made the motion, and Matt Husson, will be deemed to have seconded the motion. The notice calling this meeting as well as the information circular of SNDL dated June 20, 2025, containing the details of the matters to be put before this meeting and the form of proxy were sent to each shareholder of record and entitled to vote at this meeting as of June 16, 2025. I now ask the Secretary confirm this.

Mr. Chair, I have before me a true copy of the notice of meeting, together with the statutory declaration from Odyssey Trust Company as to the mailing of the Notice of Meeting, information circular and form of proxy. The declaration indicates that all documents were mailed within the time periods required by the bylaws of SNDL and by applicable Canadian Corporate and Securities Laws.

Thanks, Matt. Proof of service has been duly filed, and I direct that copies of the notice and statutory declaration be kept by the secretary with the minutes of this meeting. The current bylaws of SNDL provide that a quorum for any meeting is 2 persons present in person or by proxy holding or representing not less than 25% of the outstanding shares of SNDL entitled to vote at the meeting. I've been advised by the scrutineer that prior to the meeting, proxies were received from the holders of 90,368,829 shares or approximately 35.12% of all the shares entitled to vote. As a result, I declare that we have a quorum for this meeting and that the meeting is properly constituted for the transaction of business. I direct that a copy of the scrutineers' report be kept by the secretary with the minutes of this meeting. Management wants to thank all shareholders that voted on the matters before us today. At this meeting, we will receive the audited consolidated financial statements of the corporation for the year ended December 31, 2024, together with the auditor's report therein. No vote by the shareholders is required or proposed with respect to the financial statements. Following the receipt of the financial statements, we will move on to discussion of the ordinary resolution matters, those matters being: one, fixing the number of directors to be elected; two, the election of directors; three, the appointment of auditors; and finally, the approval of the stock option plan and the restricted performance share unit plan and the unallocated awards issuable thereunder. We will now proceed with the formal portion of the meeting. Details of the matters to be dealt with today have been given in the management information circular dated June 20, 2025, a copy of which has been sent to each shareholder of record as of June 16, 2025. Any reference I make to an information circular means that management information circular. The first item of business is the shareholders' receipt of the audited financial statements of the corporation for the year ended December 31, 2024, together with the auditor's report therein. As I said, no vote is required with respect to this matter. But if you have any questions, I'd be pleased to direct you to SNDL's financial team after the formal portion of this meeting. The next item of business is the election of directors of SNDL for the ensuing year. We will now prepare to discuss and vote on the motion that the number of directors to be elected at the meeting for the ensuing year or otherwise is authorized by the shareholders of the corporation be hereby fixed at 7. I will now ask the secretary to please advise if any questions specific to this motion were submitted.

Mr. Chair, no questions specific to this motion have been submitted.

Okay, Matt, thank you. As there have been no questions and unless we receive any objection otherwise, we will proceed with the vote. Please record your vote now, remembering that if you have already voted in advance and do not wish to change your vote, no further action is required. [Voting]

Okay. We'll now proceed with the election of directors. The corporation has nominated Gregory Mills, Zachary George, Carlo Cannell, Lori Ell, Frank Krasovec, Bryan Pinney and Greg Turnbull to serve as Directors of SNDL. We will now prepare to discuss and vote on the motion to elect the nominees as directors of the corporation to hold office until the next election of directors or until their successors are appointed. I will now ask the secretary to please advise if any questions specific to this motion were submitted.

Mr. Chair, no questions specific to this motion have been submitted.

Thank you, Matt. As there have been no questions and unless we receive any objections otherwise, we will proceed with the vote. Please record your vote now, remembering that if you have already voted in advance and do not wish to change your vote, no further action is required. [Voting]

Okay. The next item of business is to discuss and vote on the motion that CBIZ Inc., formerly Marcum LLP be reappointed as the auditor of the corporation to serve until the close of the next annual meeting at a remuneration to be fixed by the directors. I will now ask the secretary to please advise if any questions specific to this motion were submitted.

Mr. Chair, no questions specific to this motion have been submitted.

Thank you, Matt. As there have been no questions and unless we receive any objection otherwise, we'll proceed with the vote. Please record your vote now, remembering that if you have already voted in advance and do not wish to change your vote, no further action is required. [Voting]

Okay. We'll now proceed with the consideration of the ordinary resolution approving the stock option plan and all unallocated stock options issuable there under and the restricted and performance share unit plan and all unallocated restricted share units and performance share units issuable thereunder as further described in the information circular. The text of the ordinary resolution is available in the information circular. Pursuant to the rules of the Canadian Securities Exchange, all unallocated awards issuable under rolling equity-based compensation plans must be approved by shareholders within 3 years of institution and within every 3 years thereafter. No amendments to the stock option plan or the restricted and performance share unit plan are being proposed as a part of the ordinary resolution. If the SNDL directors -- if the SNDL shareholders do not pass the ordinary resolution, all unallocated options, rights and other entitlements will be canceled and SNDL will be prohibited from making future grants under these plans until SNDL shareholder approval is obtained. We will now prepare to discuss and vote on the motion to pass the ordinary resolution approving the stock option plan and all unallocated stock options issuable thereunder and the restricted and performance share unit plan and all unallocated restricted share units and performance share units issuable thereunder without variation and as further described in the information circular. I'll now ask the secretary to please advise if any questions specific to this motion were submitted.

Mr. Chair, no questions specific to this motion have been submitted.

Thank you, Matt. as there have been no questions and unless we receive any objections otherwise, we will now proceed with the vote. Please record your vote now, remembering that if you have already voted in advance, and do not wish to change your vote, no further action is required. [Voting]

Okay. As there are no other matters to be properly brought before the meeting -- there being no further business, we'll now proceed to close the polls. For those of you who have not voted on all of the resolutions, please do so now. It is currently 10:14 Eastern Standard Time, and I will close the polls and resolutions in 1 minute at 10:15 Eastern Standard Time. [Voting]

It is now 10:15. I now declare the polls to be formally closed. I now ask the Secretary to provide the preliminary results of the voting.

Thank you, Mr. Chairman. I've received confirmation from the scrutineer that the motion to fix the number of directors at 7 until the next annual meeting of SNDL has been approved. Each of the 7 directors nominated by the Board has been elected. The motion to reappoint CBIZ Inc., formerly Marcum LLP as the auditors of SNDL has been approved. The ordinary resolution approving the stock option plan and all unallocated stock options issuable thereunder and the restricted and performance share unit plan and all unallocated restricted share units and performance share units issuable thereunder as further described in the information circular has been approved.

Thank you, Matt. I declare each of the resolutions considered at today's meeting in respect to those matters as carried. The exact number of votes cast in respect of each matter will be filed on EDGAR and SEDAR+ and made available on our website. Thank you again to all shareholders and proxy holders for your attendance today. As there is no further business to be brought before the meeting, I declare the formal portion of the meeting concluded. We'll now turn to the question-and-answer period of the meeting, for which we've allocated 15 minutes. I will now ask our moderator, Lauren Lee, to please advise if any questions have been submitted and to please read the first question so that either Zach George or myself may respond.

Mr. Chair, no questions have been submitted at this time.

Okay. I would now ask for a motion to conclude the meeting.

My name is Lauren Lee, and I move that the meeting be concluded.

My name is Matthew Husson, and I second the motion.

Okay. Thank you, everyone. I now declare that the motion carried and the meeting concluded. I'd like to take this opportunity to thank all of the shareholders who submitted votes and thank those who attended SNDL's Annual Meeting of Shareholders today. Please take care and stay safe. Thank you.