Cronos Group Inc. (TSX:CRON)
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Apr 28, 2026, 4:00 PM EST
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AGM 2024

Jun 20, 2024

Shayne Laidlaw
Senior Director of Investor Relations, Cronos Group

Good morning. My name is Shayne Laidlaw, Senior Director of Investor Relations, and I would like to welcome you to Cronos Group's reconvened 2024 annual meeting of shareholders. This is a continuation of the previously adjourned 2024 annual meeting of shareholders, held on June 20, 2024, which was adjourned to permit the company to complete the search for a successor independent auditor. Our host for today's meeting is Cronos Group's Chairman, President, and CEO, Mike Gorenstein. Mike, please take it away.

Michael Gorenstein
Chairman, President, and CEO, Cronos Group

Thank you, Shayne. Good morning. Welcome to the reconvened 2024 Annual Meeting of Shareholders of Cronos Group Inc. I am Michael Gorenstein, Chairman, President, and CEO of the company. This meeting is being held in a virtual-only format. Before proceeding with the formal business of the meeting, I would like to introduce the following executive officers who are joining us virtually this morning: James Holm, CFO; Terry Doucet, General Counsel and Corporate Secretary; Shannon Buggy, Senior Vice President, Global Head of People; and Anna Shlimak, Senior Vice President, Head of Corporate Affairs and Strategy. Let me briefly explain the format of today's meeting. We will start with administrative items and then continue with the formal business of the meeting, being the appointment of Davidson & Company as the company's auditors for the fiscal year 2024, and the authorization of the board to fix the auditor's remuneration.

During today's meeting, officers of the company may make statements that are forward-looking statements for the purposes of applicable securities laws. All statements made today that are not clearly historical in nature may constitute forward-looking statements. Forward-looking statements are necessarily based upon a number of estimates and assumptions that are inherently subject to significant business, economic and competitive risks, uncertainties, and contingencies that may cause actual results, performance, or achievement to be materially different, different from the estimated future results, performance, or achievement expressed or implied by those forward-looking statements. The forward-looking statements made at today's meeting are made only as of today's date, and except as required by law, Cronos Group disclaims any obligation to update or revise any such forward-looking statements. Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties.

A discussion of some of the material risks applicable to the company and some of the material factors and assumptions applied by management when making forward-looking statements can be found in Cronos Group's 2023 Annual Report on Form 10-K and Quarterly Report on Form 10-Q for the first quarter of 2024, both of which have been filed on SEDAR and EDGAR. Undue reliance should not be put on forward-looking statements. I now call this reconvened annual meeting of shareholders to order. I will continue to act as Chair of the meeting, and Terry Doucet, the General Counsel and Corporate Secretary, will continue to act as Secretary of the meeting. American Election Services will continue to act as scrutineer for the meeting.

The Secretary has provided me with an affidavit of Broadridge, dated May 20, 2024, as to the mailing of the notice of the meeting, which states that on May 9, 2024, records relating to Cronos Group's annual meeting, scheduled for June 20, 2024, and any adjournment or postponement thereof, were mailed to shareholders of record as of the close of business on April 25, 2024, the record date of the meeting. Additional copies of these materials are also available on our website and under our profile on SEDAR and EDGAR. Unless there is an objection, I will dispense with reading the notice of the meeting. Terry will now discuss the procedures for transacting the business of the meeting.

Terry Doucet
General Counsel and Corporate Secretary, Cronos Group

Good morning. To facilitate the meeting, the company has requested that the formal motions be made by Bianca Nicolescu and seconded by Emily Whalen, and the chairman will call on these persons at the appropriate time. Given the virtual format of today's meeting, and in order for us to expediently undertake the business to be conducted at the meeting, we request that registered shareholders and duly appointed proxy holders who have specific comments or questions on a formal item of business make such written submissions now by clicking on the messaging icon and typing in and submitting their question. Please clearly identify your name and contact information. During the course of the meeting, such questions will be addressed at the appropriate time. Following the formal meeting, we will have a question and answer session.

If you have any questions not specifically relating to an item of formal business to be discussed at today's meeting, please feel free to submit those questions at any time during the meeting, and we will do our best to ensure that such questions are addressed at the conclusion of the meeting. We will do our best to answer all questions, but if for any reason we are unable to do so during the meeting, we will endeavor to follow up after the meeting if you have provided your contact information with your question.

Michael Gorenstein
Chairman, President, and CEO, Cronos Group

Thank you, Terry. Based on the preliminary report regarding shareholder attendance at this meeting provided by the scrutineer, I declare that the requisite quorum of shareholders is present or represented by proxy, and the meeting is duly and properly constituted for the transaction of business. I direct the scrutineer's report be annexed to the minutes of this meeting as a schedule. Given that this is a virtual meeting, the voting at today's meeting will be conducted by online ballot for all matters. If, as a registered shareholder or a duly appointed proxy holder, you are using your control number to log into the meeting, and you accept the terms and conditions, you will be provided with the opportunity to vote by online ballot.

If you have already voted by proxy and you vote again using the online ballot during the meeting, your online vote during the meeting will revoke your previously submitted proxy. If you have already voted by proxy and do not wish to revoke your previously submitted proxy, do not vote again during the online ballot. Once the polls have been opened, the items of business to be voted on and your available voting options will be visible, visible on the voting panel on your screen. To submit a vote, please click on the voting choice displayed on your screen. Once the discussion is concluded on all business items, the polls will close. The preliminary results of the votes will be announced prior to the close of the meeting. I now declare the online voting polls open on the sole item of business at today's continued meeting.

The sole item of business is the appointment of Davidson & Company as the auditors of the company for the fiscal year 2024, and to authorize the board of directors of the company to fix their remuneration. To be approved, the resolution must be passed by a plurality of the votes cast at the meeting. I request a motion regarding this item of business.

Bianca Nicolescu
Director of Corporate Strategy, Cronos Group

I move that the Davidson & Company LLP be appointed as auditors of the company for the fiscal year 2024, to serve until the close of the next annual meeting of shareholders or until a successor is appointed, and to authorize the board of directors of the company to fix their remuneration.

Michael Gorenstein
Chairman, President, and CEO, Cronos Group

Does anyone second the motion?

Emily Whalen
Senior Manager of Corporate Communications, Cronos Group

I second the motion.

Michael Gorenstein
Chairman, President, and CEO, Cronos Group

Moderator, can you please advise whether any questions or comments have been received from the participants of the meeting, specifically on this motion?

Shayne Laidlaw
Senior Director of Investor Relations, Cronos Group

Mr. Chairman, I confirm no questions or comments have been received on this item.

Michael Gorenstein
Chairman, President, and CEO, Cronos Group

As previously noted, if you have previously submitted a completed proxy and you vote again using the online ballot during the meeting, your online vote during the meeting will revoke your previously submitted proxy. If you've already voted by proxy and do not wish to revoke your previously submitted proxy, do not vote again during the online ballot. That concludes the formal business brought before the reconvened 2024 annual general meeting. The polls are now closed. I am pleased to confirm that based on the preliminary results provided by the scrutineer, the motion to appoint the company's auditors and to fix the remuneration has passed with the requisite shareholder approval.

The number of applicable votes cast in favor of or withheld from voting will be recorded as part of the report of voting results to be filed on SEDAR and EDGAR, and disclosed in a press release promptly following the meeting. Moderator, can you please advise whether any further business has properly come before this meeting?

Shayne Laidlaw
Senior Director of Investor Relations, Cronos Group

Mr. Chairman, I confirm no further business has been brought before this meeting.

Michael Gorenstein
Chairman, President, and CEO, Cronos Group

This concludes the formal business brought before the meeting. As there is no further business to come before the meeting, I now declare this meeting terminated. We'd now like to invite any supplemental questions from registered shareholders or duly appointed proxy holders present at the meeting. As with the physical meeting, we will observe the same protocols, appropriateness, and relevance to the meeting. Rest assured, we will not be attempting to limit or filter legitimate questions, and we'll do our best to address issues raised. As previously noted, to the extent we are unable to respond to a submitted question, we will endeavor to follow up with you after this meeting. If you wish to ask a question, please click on the question icon and type in and submit your question.

Moderator, can you please advise whether any supplemental questions or comments have been received from the participants of the meeting?

Shayne Laidlaw
Senior Director of Investor Relations, Cronos Group

Mr. Chairman, I confirm no supplemental questions or comments have been received.

Michael Gorenstein
Chairman, President, and CEO, Cronos Group

Seeing as there are no further questions or comments, I would like to thank you for attending.

Shayne Laidlaw
Senior Director of Investor Relations, Cronos Group

Thank you. This concludes today's meeting. We thank you for your participation. You may now disconnect. Have a great day.

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