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Jushi Holdings Inc. — Proxy Solicitation & Information Statement 2022
May 27, 2022
46197_rns_2022-05-27_ecd61510-3dd3-46ad-b456-705dd722a8e8.pdf
Proxy Solicitation & Information Statement
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Notice of Availability of Proxy Materials for the Annual and Special Meeting of Shareholders of Jushi Holdings Inc. (the "Corporation")
Meeting Date and Time: June 29, 2022 at 10:00 a.m. (Eastern time)
Location: 301 Yamato Road, Suite 3250, Boca Raton, FL 33431, USA
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 information circular and other proxy materials available online prior to voting. These materials are available at:
www.jushico.com
OR
under the Corporation's profile at www.sedar.com
Obtaining Paper Copies of the Proxy Materials
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 June 15, 2022 in order to receive the paper copy in advance of the meeting. Shareholders may request to receive a paper copy of the materials for up to one year from the date the materials were filed on www.sedar.com.
For more information regarding notice-and-access or to obtain a paper copy of the meeting materials you may contact our transfer agent, Odyssey Trust Company, via www.odysseycontact.com or by phone at 1- 888-290-1175 (toll-free within North America) or 1-587-885-0960 (direct from outside North America) or you may contact our Legal Department via [email protected], by phone at +1 (561) 617 9100 or by mail at 301 Yamato Rd Ste 3250, Boca Raton, FL 33431, USA.
What Matters are Being Received or Voted on at the Meeting?
The following items are being received or voted on at the meeting. They are described in detail in the management information circular of the Corporation dated May 20, 2022 (the " Information Circular ") in the section entitled "Particulars of Matters to be Acted Upon":
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receive the financial statements of the Corporation for the financial year ended December 31, 2021 together with the auditors' report thereon;
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fix the number of directors of the Corporation at six and elect the nominees proposed by management of the Corporation as directors of the Corporation for the forthcoming year;
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appoint Marcum, LLP, Certified Public Accountants, as auditors of the Corporation and authorize the board of directors of the Corporation to fix the auditors' remuneration and terms of engagement;
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approve an ordinary resolution approving amendments to the Corporation's equity incentive plan (the " Plan ") to increase the number of Subordinate Voting Shares that may be issued pursuant to the exercise of incentive stock options under the Plan, as more particularly described in the Information Circular;
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approve a special resolution approving an amendment to the Corporation's Notice of Articles and Articles to create a new class of preferred shares issuable in series, as more particularly described in the Information Circular; and
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transact such other business as may properly come before the meeting or any adjournment(s) or postponement(s) thereof.
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 10:00 a.m. (Eastern time) on June 27, 2022 or 48 hours (excluding Saturdays, Sundays and statutory holidays in the Province of Ontario) before any adjournment(s) or postponement(s) of the meeting. Alternatively, you may vote by Internet at - http://odysseytrust.com/Transfer Agent/Login and clicking "Vote".
Please review the Information Circular before voting.
Stratification
The Corporation is providing paper copies of the Information Circular only to those registered shareholders and beneficial shareholders that have previously requested to receive paper materials.
Annual Financial Statements
The Corporation 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.