Mr. Camilo Lyon reports
CURALEAF ANNOUNCES RESULTS OF ITS 2026 SHAREHOLDERS MEETING
The annual general and special meeting of shareholders of Curaleaf Holdings Inc. was held today via live webcast.
The total number of votes cast by the shareholders in person or represented by proxy at the meeting was 1,712,387,752 votes (with each subordinate voting share of the company entitling the holder thereof to one vote and each multiple voting share of the company entitling the holder thereof to 15 votes).
At the meeting, among other things, the requisite shareholder approvals were obtained by the company in respect of the following items:
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The proposed amendment to the articles of the company having the effect of amending the share capital of the company to remove the automatic conversion feature of the multiple voting shares following the listing of the subordinate voting shares on the Nasdaq Stock Market, New York Stock Exchange, or another exchange or other marketplace approved by the board of directors of the company. The company expects to file a notice of alteration with the British Columbia Registrar of Companies declaring that the articles of the company have been amended in accordance with the proposed amendment on or about June 23, 2026, the first business day following the meeting and the date on which the proposed amendment will become effective;
- The implementation of a proposed exchange program whereby up to 10,070,478 of the company's currently outstanding stock options having an exercise price or subject to performance vesting conditions tied to a trading price per share equal to or exceeding $5 (U.S.) will be exchanged for restricted share units of the company issued under the company's 2018 stock and incentive plan, as amended from time to time. The company expects to implement the option exchange program on or about June 30, 2026;
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The proposed plan of arrangement under Section 288 of the Business Corporations Act (British Columbia) involving, among other things, the continuation of the company out of British Columbia, Canada, to the state of Delaware in the United States. The company intends to apply to the court for a final order approving the arrangement and declaring that the arrangement is procedurally and substantively fair and reasonable to the shareholders of the company. The final order hearing is scheduled for June 25, 2026, at 9:45 a.m. Vancouver time, at the Supreme Court of British Columbia, 800 Smithe St., Vancouver, B.C., V6Z 2E1, or as soon thereafter as counsel may be heard, or at any other date and time and by any other method as the court may direct.
At the meeting, the proposed amendment was approved by: (i) 97.01 per cent of the votes cast by the holders of subordinate voting shares and multiple voting shares, voting together as a single class; (ii) 83.07 per cent of the votes cast by the holders of subordinate voting shares, voting together as a class; (iii) 100 per cent of the votes cast by the holders of multiple voting shares, voting together as a class; and (iv) 79.66 per cent of the votes cast by holders of subordinate voting shares, excluding the shares held directly or indirectly by Mr. Jordan and any other shares required to be excluded pursuant to Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The arrangement was approved by 99.93 per cent of the votes cast by holders of subordinate voting shares and multiple voting shares, voting together as a single class.
In addition, at the meeting, all seven nominees listed in the circular were elected as directors of the company. The detailed results for the election of the directors are provided in the attached table.
Additional details on each of the matters voted upon at the meeting are available in the company's management information circular dated May 7, 2026, as supplemented by the supplement to the circular dated June 15, 2026, both of which can be found under the company's profile on SEDAR+ and on EDGAR.
The formal report on voting results with respect to all matters voted upon during the meeting was filed with the applicable securities regulatory authorities and is available on SEDAR+ and on EDGAR.
About Curaleaf Holdings
Inc.
Curaleaf Holdings is a leading international provider of consumer products in cannabis with a mission to enhance lives by cultivating, sharing and celebrating the power of the plant. As a high-growth cannabis company known for quality, expertise and reliability, the company and its brands, including Curaleaf, Select, Grassroots, Find, Dark Heart and Anthem, provide industry-leading service, product selection and accessibility across the medical and adult-use markets. Curaleaf International is powered by a strong presence in all stages of the supply chain. Its unique distribution network throughout Europe, Canada and Australasia brings together pioneering science and research with cutting-edge cultivation, extraction and production. Curaleaf is listed on the Toronto Stock Exchange under the symbol CURA and trades on the OTCQX market under the symbol CURLF.
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