Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Curaleaf Proxy Solicitation & Information Statement 2021

Jul 30, 2021

47285_rns_2021-07-30_59aae61a-d1dc-4716-950b-07158fefd816.pdf

Proxy Solicitation & Information Statement

Open in viewer

Opens in your device viewer

==> picture [72 x 38] intentionally omitted <==

Notice of Availability of Proxy Materials for Curaleaf Holdings, Inc. Annual and Special Meeting

Meeting Date and Time: September 9, 2021 at 2:00 pm Eastern Time

Location: Virtual Meeting via live webcast at https://web.lumiagm.com/200124145

Please be advised that the proxy materials for the above noted securityholder meeting are available for viewing and downloading online. This document provides an overview of these materials, but you are reminded to access and review the management information circular (the “Circular”) of Curaleaf Holdings, Inc. (the “Company”) and other proxy materials available online prior to voting. These materials are available at:

https://odysseytrust.com/client/curaleaf-holdings-inc-2/

OR

www.sedar.com

Obtaining Paper Copies of the Proxy Materials and Questions regarding notice and access

Securityholders may request to receive paper copies of the proxy materials related to the above referenced meeting by mail at no cost. Requests for paper copies must be received by August 27, 2021 in order to receive the paper copy in advance of the meeting. Requests for paper copies or questions regarding notice and access may be made by contacting:

Toll Free Within North America: 1.888.290.1175

Direct from outside of North America: 1.587.885.0960

Registered holders and beneficial owners who have previously provided standing instructions will receive a paper copies of the proxy materials. If you are a registered holder and have previously provided standing instructions indicating that you wish to receive paper copies of the proxy materials, you may revoke your instructions by calling the number above.

Notice of Meeting

The resolutions to be voted on at the meeting, described in detail in the Circular, are as follows:

Number of Directors: Shareholders will be asked to set the number of directors at nine (9). Information respecting the number of directors may be found in the Circular under “Number of Directors and Election of Directors”.

Election of Directors: Shareholders will be asked to elect directors for the ensuing year. Information respecting the election of directors may be found in the Circular under “ Number of Directors and Election of Directors ”.

Appointment of Auditor: Shareholders will be asked to re-appoint Antares Professional Corporation, Chartered Professional Accounts as auditors of the Corporation for the ensuing year and to authorize the board of directors of the Company to fix the auditor’s remuneration and terms of

engagement. Information respecting the appointment of auditors may be found in the Circular under “Appointment of Auditors”.

Amendment to the Articles Shareholders will be asked to consider and, if deemed advisable, adopt of the Company. a special resolution (the full text of which is reproduced in Schedule “A” of the Circular) for the purpose of adopting an amendment to the articles of the Company having the effect of amending the share capital of the Company. Information respecting the proposed amendment may be found in the Circular under “Amendment to the Articles of the Company”.

Voting

To vote your securities, please refer to the instructions on the enclosed Proxy or Voting Instruction Form. Your Proxy or Voting Instruction Form must be received by September 7, 2021 2:00 pm (Eastern Time).

Non-registered (beneficial) shareholders should follow the instructions on the voting instruction form or other form of proxy provided by their intermediaries with respect to the procedures to be followed for voting.

Only registered shareholders and duly appointed proxyholders will be entitled to vote at the meeting. Shareholders who wish to appoint a proxyholder other than the persons designated by Curaleaf Holdings, Inc. on the form of proxy or identified on the voting instruction form (including a non-registered shareholder who wishes to appoint themselves) to represent them at the meeting must carefully follow the instructions in the Circular and on their form of proxy or voting instruction form. Failure to register the proxyholder with our transfer agent will result in the proxyholder not receiving a control number to vote in the meeting and only being able to attend as a guest. Non-registered shareholders located in the United States must also provide Odyssey Trust Company with a duly completed legal proxy if they wish to vote at the meeting or appoint a third party as their proxyholder.

Stratification

The Company is providing paper copies of its Management Information Circular only to those registered shareholders and beneficial shareholders that have previously requested to receive paper materials.

Annual Financial Statements

The Company is providing paper copies or emailing electronic copies of its annual financial statements to registered shareholders and beneficial shareholders that have opted to receive annual financial statements and have indicated a preference for either delivery method.