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. I'm the 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 1 of their members to act as an alternative chair for the meeting. Before we begin with the formal business portion of the meeting, I will 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 August 26, 2026, the record date of this meeting or their validly appointed proxy holders are entitled to vote at this meeting. We will conduct the vote on all of the matters before us by a poll. On a poll, every shareholder entitled to vote on the matter has 1 vote in respect of each share entitled to be voted on the matter and 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 to 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 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 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 the 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 as part of the formal business of this meeting or whether it is 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, please click the submit button. Amber Kruger, Senior Legal Counsel will receive the questions and at an appropriate time, we'll read them out in order for everyone to be aware of the questions 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 that they are submitted during the period when the polls are open. With respect to questions other than proposed amendments or objections that Chair will address the question as appropriate. If we have a number of questions that are the same or similar on a 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 address 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 of you who have already voted. If you have already voted in advance of the meeting and do not wish to change your vote, then you do not need to do anything. For those who have not yet voted, we encourage you to vote now. Once discussion on all items of 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. The Annual and Special Meeting will now come to order. SNDL's General Counsel and Corporate Secretary, Matt Husson, will act as Secretary of the meeting and representatives of Odyssey Trust Company will act as scrutineer of the meeting. In order that the meeting covers all of the business for which it was convened within a reasonable period of time, for each motion brought today, Thomas Boucher 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 September 3, 2026, containing the details of the matters to be put forward. this meeting in the form of proxy were sent to each shareholder of record entitled to vote at this meeting as of August 26, 2026. I will now ask the secretary to 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.

Thank you, Matt. Proof of service has been duly filed. and I directed 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 have been advised by the scrutineer that prior to the meeting, proxies were received from the holders of 101,259,339 shares or approximately 41.1% of all of the shares entitled to be voted. As a result, I declare that we have a quorum for this meeting, and the meeting is properly constituted for the transaction of business. I direct that a copy of the scrutineer's report be kept by the secretary with the minutes of this meeting. On behalf of management, I want to thank all the shareholders that have voted on the matters before us today. At this meeting, we will first receive the audited consolidated financial statements of the corporation for the year ended December 31, 2025, together with the auditor's report thereon. No vote by 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 fixing the number of directors to be elected, the election of directors and the appointment of the auditors. Following the ordinary resolution, we will move on to discuss the special resolution matter being the share consolidation. Okay. We'll now proceed with the formal business of the meeting. Details of the matters to be dealt with today have been given in the management information circular dated September 3, 2026, a copy of which has been sent to each shareholder of record as of August 26, 2026. In any reference I make to an information circular or a circular means that management information circular. The first item up for business is the shareholders' receipt of the audited consolidated financial statements of the corporation for the year ended December 31, 2025, together with the auditor's report there ahead. No vote is required with respect to this matter. But if you have any questions, I would 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 for SNDL for the ensuing year. We will now prepared to discuss and vote on the motion that the number of directors to be elected at the meeting for the ensuing year or otherwise as authorized by the shareholders of the corporation is hereby fixed at 5. 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. Thank you, Matt. unless we receive any objections. Otherwise, we will proceed with the vote. Please record your vote now, remembering that if you've already voted in advance and do not wish to change your vote, no further action is required. I'll give you a few seconds. Okay. We will now proceed with the election of the directors. The corporation has nominated Gregory Mills; Atkore George, Lorie, Brian Penny and Greg Turbo 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 the 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. And unless we receive any objections 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. I'll give you a few seconds. Okay. The next item of business is the appointment of the auditors. To vote on the motion that CBIZ, CPAs PC, the successors to 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. And unless we receive any other objections, we will proceed with the vote. Similar, 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. I'll give you a few seconds. Okay. The next item of business is to consider and if thought adviser will approve a special resolution the full Texas, which is set forth in Appendix E of the information circular, approving the consolidation of the issued and outstanding common shares of SNDL on the basis of not less than 1 post-consolidation common share for 2 pre-consolidation common shares a ratio of 1 to 2 and not more than 1 post-consolidation share for 10 pre-consolidation common shares ratio of 1 to 10 or 1 to 10. This share consolidation is expected to be implemented by the Board to occur before October 31, 2026, but in any event, no later than 1 year after the date of this meeting or any post format or adjournment of it. The financial consolidation ratio within the range of 1 to 2 and 1 to 10 will be determined by the Board in its discretion. It will also be subject to the discretion of the Board to decide not to proceed with the share consolidation at all. The Board is of the opinion that it may be in the best interest of the corporation and shareholders to consolidate the common shares in order to enhance the marketability of the common shares, given that an increase in the price per common share could increase the interest of institutional and other investors with policies that prohibit them from purchasing stock below a minimum price. The Board believes this could enhance shareholder value and broaden the shareholder base. And while the common share trading price is in compliance with the NASDAQ's continued listing requirements, it could further support this compliance. In order to be adopted, the resolution must be approved by not less than 66 and 2/3 of the votes cast at this meeting by shareholders present virtually at this meeting or represented by proxy. The Board has determined that the share consolidation is in the best interest of the corporation and recommends that shareholders vote for this resolution. We will now prepare to discuss and vote on the motion that the resolution for the share consolidation be approved as set forth in appendix of the information circular. I will now ask the secretary to please advise if any questions specific to this motion were submitted.