Verano Holdings Corp. (NEO:VRNO)
Canada flag Canada · Delayed Price · Currency is CAD
1.770
+0.100 (5.99%)
Apr 30, 2026, 1:35 PM EST
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AGM 2025

Oct 27, 2025

George Archos
CEO and Chairman, Verano

I would like to welcome you to the special meeting of shareholders of Verano. My name is George Archos, and I am the CEO and Chairman of the company. Pursuant to the company's articles, I have been properly selected to chair today's meeting. I now call to order this meeting of the shareholders of the company. I will ask Aaron Miles, our Chief Investment Officer, to provide an overview of the conduct of today's meeting.

Aaron Miles
CIO, Verano

Thank you, George. The persons entitled to vote at this meeting are the holders of Class A subordinate voting shares, being the only class of shares of the company outstanding, or their validly appointed proxy nominees as of the record date of September 25th, 2025. The company's management information circular and proxy statement and other meeting materials are available on the company's website and on the company's SEC profile page and SEDAR+ profile page. As this meeting is being held virtually via live audio cast, we think it is appropriate to set out a few rules for the orderly conduct of the meeting. For the purposes of this meeting, voting on all matters will be conducted by electronic ballot through the Lumi system. Only registered shareholders and validly appointed proxy nominees can vote. Voting on the proposal will occur after the presentation of the proposal.

Any votes cast by electronic ballot during the meeting will supersede any votes previously submitted by proxy. Therefore, we recommend that shareholders that have already voted by proxy and do not wish to change their vote do not vote during the meeting. Please note that those in attendance registered as guests are not able to move motions, submit questions, vote, or take any other action at the meeting. When the shareholders are asked to vote on the Lumi platform, a voting option for the proposal will appear on the virtual interface. You will only have a certain amount of time to vote when the polls are open. Once the electronic balloting closes, the voting page will disappear and your votes will automatically be submitted. We will provide you with preliminary voting results for the proposal at the end of the meeting.

For specific vote tabulations, a final report of voting results will be posted to our website and on the company's SEC profile page and SEDAR+ profile page after the meeting. Questions or objections in respect of the proposal before the meeting can be submitted by any validly registered shareholder or any validly appointed proxy nominee using the Lumi messaging interface. You may submit your questions regarding the proposal at any time during the meeting. Please note that there may be a delay before the moderator will be able to see a submitted question. Questions must be limited to today's proposal, and please keep your questions short and to the point. Although questions regarding the proposal can be submitted throughout the meeting, the questions may be addressed at various times during the meeting or after the formal portion of the meeting is completed.

For each question we answer, we will read the question and provide an oral response. Any questions which we believe were already answered or that are redundant, repetitive, or do not pertain to the proposals before the meeting will not be answered during the meeting. For the sake of expediency, the company has arranged for certain shareholders to move and second motions during the meeting.

George Archos
CEO and Chairman, Verano

Laura Kalesnik, Chief Legal Officer, General Counsel, and Secretary of the Company will act as Secretary of the Meeting. Odyssey Trust Company, to which I will refer to as Odyssey, is administering the Lumi platform for the purposes of this meeting and will act as scrutineer of this meeting. The representative of Odyssey at today's meeting is Paul Tadarvi. The purpose of today's meeting is set out in the company's management information circular and proxy statement dated September 26, 2025, which have been made available to the shareholders for viewing, printing, and downloading on the company's website and on the company's SEC profile page and SEDAR+ profile page. I have an attestation from Odyssey indicating that proper notice of the meeting has been given in accordance with the Business Corporations Act and the articles of the company.

I direct copies of the attestations via annex to the minutes of this meeting as a schedule. Unless there is any objection, I will dispense with the reading of the notice of the meeting. As no objections have been received, I will dispense with a reading of the notice of the meeting and will now move to the scrutineer's report and quorum of the meeting. The scrutineer has provided me with a preliminary report regarding shareholder attendance at the meeting. I have been advised by the scrutineer that there are at least two persons here in person virtually who are, or who represent by proxy, shareholders who in the aggregate hold at least 5% of the issued shares entitled to be voted at the meeting, which is sufficient to constitute a quorum. I direct that the formal scrutineer's report be annexed to the minutes of this meeting as a schedule.

I now declare that the meeting has been duly called and properly constituted for the transaction of business. I will now instruct Odyssey to open the polls for all voting matters of the meeting. The polls will be open for the duration of the meeting. The only item of business to be voted on is a special resolution to approve a plan of arrangement under Section 288 of the Business Corporations Act involving, among other things, the continuance of the company from British Columbia, Canada, to the state of Nevada in the United States. Unless there are any questions submitted about this proposal, I propose we proceed with voting on the special resolution to approve the plan of arrangement. As there are no questions about this proposal, I will proceed. I call upon Laura Kalesnik to make the motion.

Laura Kalesnik
Chief Legal Officer, General Counsel, and Secretary, Verano

I move to pass the special resolution to approve a plan of arrangement under Section 288 of the Business Corporations Act, British Columbia, involving, among other things, the continuance of the company from British Columbia, Canada, to the state of Nevada in the United States.

Aaron Miles
CIO, Verano

I second that motion.

George Archos
CEO and Chairman, Verano

We will proceed to voting. Shareholders, you have heard the motion. An electronic vote will now be taken on this proposal by ballot. Registered shareholders and duly appointed proxy holders who have registered for electronic voting are entitled to vote through the voting link provided on their screens. If you have filed your proxy and do not wish to revoke your vote, there should be no need for you to cast a ballot as your proxy holder should vote on your behalf. Registered shareholders and duly appointed proxy holders who have registered to vote electronically should click on the link provided and record your vote on the motion by indicating for or against or abstain. If not already completed, please submit your vote on this proposal. I will now instruct Odyssey to close the polls for all voting matters of the meeting. The polls are now closed.

The scrutineer will provide me with a report of the voting results. I have been advised by the scrutineer that the special resolution has been approved and I declare the motion carried. The formal items of business as set out in the notice of meeting have now been dealt with. As there is no further business, I move that the meeting be concluded. I now declare the meeting closed. On behalf of the Board of Directors, I would like to thank you for attending the meeting. We greatly value our shareholders and appreciate you taking the time to cast your votes. Thank you.

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