Good morning, everyone. Welcome to the Annual General Meeting of the shareholders of Vireo Growth Incorporated. The meeting will now come to order. I'm Kyle Kingsley and I'm the Co-Executive Chairman of the Board of Directors. I will act as the Chair of the meeting. Joining me today is John Mazarakis, Vireo's Co-Executive Chairman and CEO. Our meeting today is hosted on the virtual shareholder meeting platform. I shall ask Joe Duxbury to act as the Secretary of the meeting, and Estella Richard, a representative of Broadridge, to act as Scrutineer.
Thank you, Mr. Chairman. I received confirmation from Broadridge as to the due mailing of the notice of internet availability of the meeting materials. I've also received confirmation that the location and form of meeting have been publicly disclosed on SEDAR+ on April 16th, 2026. I direct that this confirmation, together with copies of these documents, be kept by the Secretary with the minutes of this meeting. Business may be transacted at this meeting if one shareholder is present. The Scrutineer's preliminary report has now been received. It shows that there is a quorum of shareholders present at the meeting. I direct that the final Scrutineer's report be kept by the Secretary with the minutes of this meeting.
I now declare that the meeting is regularly called and properly constituted for the transaction of business.
We will conduct each vote by way of the vote cast on the virtual shareholder meeting platform and those submitted by proxy. I understand the Scrutineer has tabulated all the votes received prior to voting cutoff. If you have previously voted, you do not need to vote again when prompted. By voting again, you will revoke any previous vote made prior to voting cutoff. The polls are now open for all of the proposals. Particulars of the votes cast on all matters may be obtained from the Secretary after the meeting and will be reported on Form 8-K within four business days of the meeting. I direct that the Scrutineer's report on all matters be annexed to the minutes of this meeting as a schedule.
I'd first like to present the 2025 annual report, which contains audited financial statements for the years ended December 31st, 2024 and 2025, as well as the notice of internet availability, proxy statement and circular. These materials are available through the virtual shareholder meeting platform and on the internet at www.proxyvote.com and under Vireo's profiles on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov. We will now move to the voting portion of our meeting. We have several items to vote on. The first item of business is to fix the number of directors of the company to be elected at seven.
The board moves in favor.
I second this action.
The next item of business is the election of directors of Vireo Growth Inc. I will now entertain the nominations for seven positions as directors.
I nominate Dr. Kyle Kingsley, Ross Hussey, Victor E. Mancebo, Judd Nordquist, John Mazarakis, Michael Steiner, and Christopher Hagedorn as directors of Vireo Growth Inc. to hold office until the next annual election of directors, or until their successors are elected or appointed.
I second the nominations.
The next proposal concerns the consolidation of the company's outstanding subordinate voting shares, multiple voting shares and super voting shares at a ratio of not less than 20 for one and not more than 40 for one, with the ratio at which the consolidation would be affected, if at all, will be a ratio within the range to be determined at the discretion of the board.
The board recommends to approve a consolidation of the company's outstanding share classes.
I second the recommendation.
The next item of business is the appointment of auditors.
I move that Davidson & Company LLP be appointed auditors of Vireo Growth Inc. to serve until the next annual meeting or until their successor is appointed, and that their remuneration as such be fixed by the board of directors.
I second the motion.
For the next two items of business that are in reference to the CEO employment agreement, I turn the meeting back to the chair. Thank you.
The board proposes a second amendment to the employment agreement between the company and John Mazarakis as the Chief Executive Officer of the company, as set out and fully described in the proxy statement and management information circular.
I second the motion.
Further, I move to approve a distribution of securities to John Mazarakis in accordance with the second amendment to the Mazarakis employment agreement, the full text of which is set forth in proposal six in the proxy statement and management information circular.
I second the motion.
Is there any discussion or questions submitted from any shareholder or proxy holder in regard to the voting items discussed today?
Mr. Chairman, there are no questions. The polls are now open and will remain open for approximately two minutes. You may vote now. If you have previously voted by proxy, you do not need to vote now unless you wish to change your vote on one or more of the items up for vote. Submission of a vote now revokes any prior proxy. If you vote now, you should vote on all matters if you wish to have your vote count. There being no further votes cast at this meeting, I declare the polls closed. I will now report on the results of the voting. I've been advised by the scrutineer that each of the proposals has been approved by more than the requisite majority, and that those nominated have been duly elected as directors of Vireo Growth Inc.
I declare the motions carried and the nominees for the board of directors elected. The final voting results will be available after the meeting, reported on Form 8-K on EDGAR, and posted to Vireo's SEDAR+ profile at www.sedarplus.ca.
I will now entertain a motion that the meeting be adjourned.
I move this meeting be adjourned.
I second the motion.
I declare this annual general meeting of the shareholders of Vireo Growth Inc. to be adjourned.
This now concludes the meeting. Thank you for joining, and have a pleasant day.
Thanks, everyone.