Good morning. I now call this meeting to order. Welcome to the annual general and special meeting of shareholders of Cresco Labs Incorporated, hereafter referred to as the corporation. My name is Thomas Manning, Chairman of the Board. Today, I am acting as chair of the meeting. As this meeting is being held virtually via webcast, it is necessary to set out a few rules for the orderly conduct of the meeting. One, questions in respect of a motion can be submitted by any registered shareholder or duly appointed proxy holder using the instant messaging service of the virtual Lumi interface. Two, when asked a question, please indicate your name, which entity you represent, if any, and confirm that you are a registered shareholder or duly appointed proxy holder.
3., for the purposes of the meeting today, voting on all matters will be conducted by electronic poll through the Lumi platform. The polls are now open for all resolutions at this time, and all registered shareholders and duly appointed proxy holders who have properly logged in with their control numbers should be able to see on their screen all motions that will be brought forth at this meeting. 4., if you are a registered shareholder or a duly appointed proxy holder, and you have already voted and do not wish to change your vote, please do not vote again. By voting again, you will revoke any previous vote made prior to the voting cutoff. 5., you may record your vote at any time throughout the course of the meeting until the reading of the final item of business, after which point the polls will be closed.
Once the polls are closed, the voting page will disappear, and you will no longer be able to change your votes. Your votes will then be automatically submitted. I will now ask John Schetz, General Counsel to the Corporation, to act as Secretary of the meeting. I will ask Stacy DeOcampo of Odyssey Trust Company, the corporation's registrar and transfer agent, to act as scrutineer of the meeting. In order for the meeting to cover all of the business for which it was convened within a reasonable period of time, we have pre-arranged with certain persons attending this meeting to move and second certain resolutions. This procedure is not an attempt to discourage participation, but merely a way to expedite proceedings.
I would ask that general questions and comments on the current activities of the corporation and other discussions unrelated to the specific matters to be voted on at this meeting be reserved until the formal business portion of the meeting is concluded. There will be ample opportunity after the formal business portion of the meeting to raise any questions, concerns, or comments you may have. Management will also be available to answer questions after the meeting. Notice of this meeting was published, and the notice calling this meeting and the related Management Information Circular, dated June 3, 2024, and proxy forms were mailed to shareholders of record as of May 31, 2024. I have received a statutory declaration attesting to the mailing of the materials. I direct the secretary to attach the declaration to the minutes of the meeting.
The scrutineer's report is complete and a quorum is present. I therefore declare this meeting to be properly constituted for the transaction of business. I now refer you to the consolidated audited financial statements of the corporation as at and for the years ended December 31, 2023 and 2022, together with the report of the auditor thereon. Electronic copies of the financial statements and auditor's report were accessible on SEDAR+ at www.sedarplus.ca, and also on the corporation's website at www.investors.crescolabs.com. In line with the instructions provided on the notice of annual, general, and special meeting of shareholders mailed to each shareholder, and as such, have been placed before the shareholders of the corporation. If any shareholder has any questions or comments regarding the financial statements, we would be pleased to address them during the question and answer period at the conclusion of the meeting.
We will now proceed to fix the number of directors of the corporation at 8. I will now ask someone to please move to fix the number of directors at 8.
Mr. Chair, this is Charles Bachtell. I so move.
Thank you. I second the motion. The polls are open, and all registered shareholders and duly appointed proxy holders may enter their votes through the Lumi platform. We will now proceed with the election of the directors. I would ask someone to nominate those persons whose names appear as nominee directors in the Management Information Circular dated June 3, 2024.
Mr. Chair, I nominate the following for election as directors: Charles Bachtell, Tarik Brooks, Gerald F. Corcoran, Marc Lustig, Thomas J. Manning, Randy D. Podolsky, Michele Roberts, and Robert M. Sampson.
Thank you. I second the nominations. As there were no other nominations pursuant to the advance notice policy of the corporation, may I please have a motion to elect the directors?
I move that the persons nominated be elected as directors of the corporation to hold such office until the next annual meeting of shareholders, or until their successors are duly elected or appointed.
Thank you. I second the motion. The polls remain open. Please enter your votes through the Lumi platform. The next item of business is the appointment of the auditor of the corporation for the ensuing year and the authorization of the directors of the corporation to fix the remuneration for such auditor. Would someone please move the adoption of a resolution appointing Marcum LLP as auditors of the corporation until the close of the next annual meeting of shareholders or until its successor is appointed, and authorizing the board of directors to fix the auditor's remuneration during the period?
I so move.
Thank you. I second the motion. The polls remain open. Please enter your votes through the Lumi platform. The next item of business is to consider, and, if thought fit, to pass an ordinary resolution, hereafter referred to as the Long-Term Incentive Plan resolution, approving certain amendments to the corporation's Long-Term Incentive Plan and approving unallocated entitlements under the Long-Term Incentive Plan, as more particularly described in the corporation's Management Information Circular, dated June 3, 2024. Would someone please move to adopt the Long-Term Incentive Plan resolution as set out in full in the Management Information Circular and to dispense with the reading of the resolution?
I so move.
Thank you. I second the motion. The polls remain open. Please enter your votes through the Lumi platform. The next item of business is the approval of the corporation's option exchange program, as more particularly described in the corporation's Management Information Circular, dated June 3, 2024. Would someone please move the adoption of a resolution approving the Cresco Option Exchange Program?
I so move.
Thank you. I second the motion. The polls remain open and will be closed after this motion. If you have not already done so, please enter your votes through the Lumi platform. At this point, all registered shareholders and duly appointed proxy holders should have submitted their votes on all motions brought forth at this meeting. If you have not already voted, please complete the electronic ballot on Lumi now. We will give you one more minute. I would ask that the polls now be closed. The polls are now closed. I have been advised by the scrutineer that all resolutions have been approved by more than the requisite majority and that each director nominee has been duly elected as a director of the corporation. As such, I declare all motions carried. Is there any other business which may be properly brought before the meeting? Are there any questions?
As there is no additional business, I ask for a motion to conclude the formal part of this meeting.
I so move.
Thank you. I second the motion. I declare the motion carried, and the formal part of the meeting has ended.