Curaleaf Announces Date of Annual and Special Shareholders Meeting
At the Meeting, shareholders will be asked:
- to approve the election as directors of the Company for the forthcoming year of the nominees proposed for election by the Company that will be listed in the management information circular to be mailed in connection with the Meeting;
- to approve the appointment of the auditors of the Company and to authorize the board of directors of the Company (the "Board") to fix the auditors' remuneration and the terms of their engagement;
- to pass an ordinary resolution to approve the continued ability of the Company to issue awards under the Company's 2018 Stock and Incentive Plan, as amended (the "LTIP"), including the unallocated awards thereunder;
- to pass a special resolution to approve an amendment to the Company's multiple voting shares, or MVS (controlled by its CEO and Chairman,
Boris Jordan ) to eliminate MVS sunset within one year after aU.S. stock exchange listing of its subordinate voting shares, while retaining the other existing MVS sunsets (the "Proposed Amendment"); - to pass an ordinary resolution to approve the exchange of outstanding stock options having an exercise price or subject to performance vesting conditions tied to a trading price per share equal to or exceeding
US$5.00 for new restricted share units issued under the LTIP (the "Option/RSU Exchange") and the participation of certain insiders of the Company in such Option/RSU Exchange; and - to pass a special resolution to approve the previously announced plan of arrangement (the "Arrangement") to continue the Company from
British Columbia toDelaware , as more particularly described in the press release of the Company datedJanuary 7, 2026 .
The Board (other than Mr.
Management Information Circular
Details regarding the Meeting, the Proposed Amendment, the Option/RSU Exchange, the Arrangement, as well as the other matters to be considered by the shareholders of the Company at the Meeting, will be set out in a management information circular to be mailed in connection with the Meeting, which will be filed under the Company's profile on SEDAR+ at www.sedarplus.ca and under the Company's profile on EDGAR at sec.gov on or about
Shareholders of the Company as at the close of business on
Notice-and-Access
The Company has decided to use the notice-and-access method to deliver the management information circular and other meeting materials for the Meeting (the "Meeting Materials") to both non-registered holders and registered shareholders. The notice-and-access mechanism allows the Company to deliver the Meeting Materials over the Internet in accordance with the notice-and-access rules adopted by the Canadian Securities Administrators under National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer. Under the notice-and-access system, registered shareholders will receive a form of proxy and non-registered holders will receive a voting instruction form enabling them to vote at the Meeting. However, instead of a paper copy of the Meeting Materials, shareholders will receive a notification with information on how they may access such materials electronically. The use of this alternative means of delivery is more environmentally friendly as it will help reduce paper use and will also reduce the printing and mailing costs of the Meeting Materials. Shareholders are reminded to review carefully the Meeting Materials prior to voting.
About
Forward Looking Statements
This media advisory contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. These statements relate to future events or future performance. All statements other than statements of historical fact may be forward–looking statements or information. Generally, forward-looking statements and information may be identified by the use of forward-looking terminology such as "plans", "expects" or "proposed", "is expected", "intends", "anticipates", or "believes", or variations of such words and phrases, or by the use of words or phrases which state that certain actions, events or results may, could, would, or might occur or be achieved. More particularly and without limitation, this news release contains forward-looking statements and information concerning the Meeting and the approval of the matters to be considered and voted on at the Meeting, including the election of the directors, the appointment of the auditors, the renewal of the LTIP, the Proposed Amendment, the Option/RSU Exchange and the Arrangement. Such forward-looking statements and information reflect management's current beliefs and are based on assumptions made by and information currently available to the Company with respect to the matter described in this new release. Forward-looking statements involve risks and uncertainties, which are based on current expectations as of the date of this release and subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Additional information about these assumptions and uncertainties is contained under "Risk Factors and Uncertainties" in the Company's latest annual information form filed on
Investor Contact:
IR@curaleaf.com
Media Contact:
MattioCuraleaf@Mattio.com
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