Good morning. My name is Camilo Lyon, Chief Investment Officer of Curaleaf Holdings, Inc. On behalf of our management and directors, I would like to welcome you to the Annual General and Special Meeting of Shareholders of Curaleaf Holdings, Inc. I will be acting as chair of the meeting today. On behalf of the board, I wish to express thanks to those shareholders who have submitted their proxies in advance of today's meeting. This year again, the meeting is being held virtually via live webcast only. The company views the use of technology-enhanced shareholder communications as a method to facilitate individual investor participation, making the meeting more accessible and engaging for all involved by permitting a broader base of shareholders to participate in the meeting, which is consistent with the goals of the regulators, stakeholders, and others invested in the corporate governance process.
As this meeting is being held virtually via live webcast, we think it is necessary to set out a few rules for the ordinary conduct of the meeting. One, registered shareholders and duly appointed proxy holders who wish to communicate with the members of the management team and the board, or who wish to present or ask a question in respect of a motion, may do so using instant messaging on the Lumi virtual interface. Two, as described in our management proxy circular, duly appointed proxy holders were required to register with our transfer agent and obtain a control number prior to this meeting in order to participate, vote, and ask questions during the meeting. Three, when asking a question, please indicate which entity you represent, if any, and confirm that you are a registered shareholder or a duly appointed proxyholder.
Four, questions asked during the meeting will only be addressed at the end of the meeting unless they relate to the procedural matters or directly related to the motions presented before the meeting. Five, questions or comments containing inappropriate language or that are otherwise disruptive to the orderly conduct of the meeting for all shareholders will not be answered. Six, questions which were already answered or that are redundant or repetitive will not be answered.
Seven, for the purpose of the meeting today, voting on all matters will be conducted by a single electronic ballot. Registered shareholders and duly appointed proxy holders will be asked to vote on all business items at the same time. This year again, Curaleaf has determined that voting will be open at the beginning of the formal part of the meeting and will remain open throughout the same.
This will allow you to choose to vote on each resolution as soon as voting opens, or wait until the conclusion of the discussion on each resolution prior to casting your votes. Only registered shareholders and duly appointed proxy holders of the company are permitted to participate in the voting. Please note that only registered holders of Subordinate Voting Shares and Multiple Voting Shares of record as of August 22, 2023, or their duly appointed proxy holders, are permitted to participate, ask questions, and vote at this meeting. The formal part of the meeting should last around 20 minutes. We will end the meeting with a short, moderated question and answers period to answer a few questions from shareholders.
It should be noted that based on the proxies already received by the company prior to the meeting, the required level of shareholder approval to adopt each of the resolution to be presented at the shareholders, to be presented to the shareholders at today's meeting has already been obtained. To expedite the formal part of the meeting, I will move and second all motions as permitted under the company's articles. We will now proceed to the formal portion of today's meeting. Please note that voting is now open and will remain open through the formal portion of the meeting. I call to order the annual general and special meeting of the company shareholders. With the consent of the meeting, I appoint Peter Clateman, Chief Legal Officer, to act as Secretary of the meeting.
In addition, and with the consent of the meeting, I appoint Odyssey Trust Company through Graham Kaye as scrutineer. The scrutineer will report on the number of Subordinate Voting Shares and Multiple Voting Shares represented in person and by proxy at this meeting, tabulate the votes, and report the results. The scrutineer has provided me with a copy of the report, which indicates that at least two shareholders of the company are present, represented by proxy. This meets the quorum requirements in the company's articles, and as such, we are permitted to proceed with the meeting. A copy of the final report on attendance will be filed with the records of the meeting. I have here the certificate of our transfer agent, Odyssey Trust Company, indicating that proper notice of the meeting has been given in accordance with applicable corporate and securities laws and the articles of the company.
Accordingly, unless there is an objection, I will dispense with the reading of the notice of meeting. I direct that a copy of the notice with proof of mailing be kept by the secretary with the records of the meeting. The purposes of today's meeting are set out in detail in the management information circular, dated August 23, 2023. Copies of the circular were made available to shareholders on or around September 5, 2023, together with the notice of the meeting and the form of proxy. Copies of the management information circular and other meeting materials are available under the company's profile on the SEDAR+ website. For the purposes of the meeting today, voting on all matters will be conducted by single ballot. Registered shareholders and duly appointed proxy holders will be asked to vote on each business item after the presentation of such business items.
After you have registered your votes for all business items for today's meetings, the scrutineer will compile the votes in respect of each business item. You should know that proxies lodged before this meeting allow management of the company to cast a significant number of votes. Based on the number of shares represented at this meeting, the members of the management here with me today will be able to determine the outcome of all motions that will go to a vote today. I may therefore declare the motions which will go to a vote today as carried, even though all votes may have not been counted or a final report may not yet be available. I shall do this by keeping the pace of the meeting.
Under the company's articles, the chair of the meeting can propose motions, and no motion proposed at a meeting of shareholders is required to be seconded. In order to expedite the meeting, I will propose certain motions and will not call for a seconder, but this is in no way intended to inhibit any questions or discussion with respect to the motions. I now declare that this meeting was properly called and duly constituted for the transaction of business. The first item of business is the presentation of the company's consolidated financial statements for the fiscal year ended December 31, 2022, as well as the auditor's report thereon. These financial statements and the auditor's report were made available on the SEDAR+ website under the company's profile on May 1, 2023.
The financial statements were also made available on the Odyssey Trust site as required for notice and access. Unless there is an objection, I will dispense with the reading of the auditor's report. We will entertain any questions with respect to the financial statements in the general question period. We now move to the next item on today's agenda. The articles of a company may require a minimum of three directors of the company. There are currently eight directors of the company. I move to set the number of directors on the board of directors of the company at 10.
In accordance with the articles of the company, the board will have discretion to select suitable candidates and appoint them as directors of the company to fill in the two vacancies that will remain following the meeting, and such directors will hold office until the next annual meeting, the next annual general meeting of the shareholders or until they are otherwise replaced. The motion is now on the floor. Is there any discussion on the motion? As mentioned at the beginning of this meeting, voting today will be conducted by a single electronic ballot. Unless there are any questions or discussions, we will now continue with the next item of business. The next matter to be acted upon is the election of eight individuals to the board of directors.
The term of office of the directors is from today until the next annual meeting of shareholders or until such time as our successors have been duly elected or appointed. The circular contains information on each of the eight nominees recommended for election as directors. As outlined in the circular, the following individuals have each been nominated to hold office until the close of the next annual meeting of the shareholders or until their successors are duly elected or appointed. They are Boris Jordan, currently the Executive Chairman of the Board of the Company, Joseph Lusardi, currently the Executive Vice Chairman of the Board of the Company, Jaswinder Grover, Karl Johansson, Peter Derby, Mitchell Kahn, Shasheen Shah , and Michelle Bodner . Each of these persons nominated has confirmed that he or she is prepared to serve as a director.
Each of them qualifies to serve as a director under the provisions of the British Columbia Business Corporations Act. Given that no nominations were received in accordance with the provisions contained in the company's articles, I declare the nominations to be closed. I move to nominate the directors as set forth in the circular. The motion is now on the floor. Proxies have been solicited for each of the eight proposed qualified persons listed in the circular. The form of proxy for voting on the election of directors sets out each proposed nominee separately and allows shareholders to vote for each director individually. Is there any discussion on the motion? As mentioned at the beginning of this meeting, voting today will be conducted by a single electronic ballot. Unless there are any questions or discussions, I will now move to the next item of business.
The next item of business is the appointment of the auditors of the company for the ensuing year, and to authorize the directors of the company to fix the remuneration of the auditors. I move that PKF O'Connor Davies, LLP, to be appointed auditors of the company until the next annual meeting of the shareholders and that the directors be authorized to fix their remuneration. Is there any discussion on the motion? The next item of business is a special resolution for the purpose of adopting amendments to the articles of the company, hereafter referred to as the proposed amendments, in order to, one, create a new class of non-voting and non-participating shares exchangeable at the holder's option into subordinate voting shares, hereafter referred to as the non-voting exchangeable shares, and authorize the issuance of an unlimited number of non-voting exchangeable shares.
And two, amend the rights of the Subordinate Voting Shares of the company to provide a conversion feature whereby each Subordinate Voting Share may, at any time, at the option of the holder, be converted into one Non-Voting Exchangeable Share. The full text of the amendment resolution and the proposed amendments is set out and reproduced in Schedule A of the Management Information Circular, and a summary of the proposed amendments can be found starting on page nine of the Management Information Circular. Due to the requirements of the British Columbia Business Corporations Act, the affirmative vote of 2/3 (66 and 2/3%), of the votes cast, in person or by proxy at the meeting, will constitute approval of the proposed amendments. Unless there are any objections, I will dispense with the reading of the full text of the amendment resolution and proposed amendments.
I now move that the amendment resolution be approved. Is there any discussion on the motion? The next item of business is the resolution for the purpose of adopting amendments to the LTIP, here, hereafter referred to as the LTIP resolution, in order to, one, provide for limits on grants made to insiders, two, amend the definition of fair market value in such a way to comply with the rules of any Canadian or U.S.-recognized exchange on which the shares may be listed from time to time, and three, add shareholder approval requirements for any reduction of the exercise price or purchase price of options under the LTIP to the benefit of an insider, and for any amendment to the LTIP to remove or exceed the insider participation limit. The full text of the LTIP resolution is set out and reproduced starting on page 13 of the Management Information Circular.
Unless there are any objections, I will dispense with the reading of the full text of the LTIP resolution, which can be found starting on page 13 of the Management Information Circular. I now move that the LTIP resolution be approved. Is there any discussion on the motion? As previously mentioned, voting today is conducted by a single electronic ballot. Voting opened at the beginning of the formal part of the meeting. If you have not yet cast your vote in respect of each of today's business items for this meeting, please do so now.
Please register your votes by accessing the voting page when prompted and by pressing on the For or Against buttons next to the resolution with respect to the setting of the number of directors of the company at 10, next to the special resolution for the purpose of amending the articles of a company, and next to the resolution for the purpose of amending the LTIP, and by pressing on the For or Withhold buttons next to the name of each proposed director and next to the resolution with respect to the appointment of PKF O'Connor Davies, LLP as the company's auditors. Once the electronic balloting closes, the voting page will disappear, and your votes will automatically be submitted. We'll wait a few minutes for the completion of the electronic ballots and then move on with the remainder of the meeting.
We will proceed. We will provide registered shareholders and duly appointed proxy holders approximately one minute to complete the electronic ballot. Once voting is completed, I would ask that the scrutineer compile the preliminary report on ballots regarding the preliminary results of voting on all business matters. Now that voting is completed, we'll take a short break of a minute or two so that the scrutineer can compile preliminary ballot results. We'll reconvene in a few moments with the scrutineer's preliminary ballot results. Once the preliminary results have been compiled, Graham Kaye from Odyssey Trust Company will announce them.
This is the scrutineer speaking. I confirm that 84.598% of votes were cast, representing 58 accounts. All motions passed.
Thank you, Mr. Kaye. I direct that the results of the poll be included in the minutes of this meeting. If there is no further business to be brought before this meeting, I move that the formal portion of today's meeting be concluded, and I now declare the formal part of the meeting closed. We will now open the floor for a question-and-answer period. I ask that all attendees who would like to ask a question use the instant messaging feature of the virtual platform to do so. We will answer as many questions as time permits. When asking your questions, please state your name, the entity you represent, if any, and confirm you are a registered shareholder or a duly appointed proxyholder. Please limit your questions to topics relating to today's subject matter and keep your questions short and to the point.
We will now give attendees a brief moment to type in their questions. For each question we answer, we will summarize the question. We would like to remind you that questions which were already answered or that are redundant or repetitive will not be answered. There being no questions, we are now concluding the question-and-answer portion of this meeting. On behalf of management, our board of directors, and our employees, I would like to take the opportunity to thank everyone for attending the meeting today. I would like to thank all of our shareholders for their commitment and continued support. We look forward to your attendance again next year. We encourage all shareholders to regularly consult the investor presentations that we publish at the Investor Relations section of our website at www.curaleaf.com.