Cresco Labs Inc. (CL) Earnings Call Transcript

Good afternoon. I now call this meeting to order. Welcome to the Annual General and Special Meeting of Shareholders of Cresco Labs Inc. My name is Thomas Manning and as Chair of the Board, I will be chairing the meeting today. At this meeting -- as this meeting is being held virtually via webcast, it is necessary to set out rules for the orderly conduct of the meeting. 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. When asking a question, please indicate your name, which entity you represent, if any, and confirm that you are a registered shareholder or a duly appointed proxy holder. 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. 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. 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 ask Andrea Berner, General Counsel to the Corporation, to act as Secretary of the meeting. I will ask Heather Conran 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 prearranged 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. Questions on the formal business of the meeting may be communicated through the Lumi chat function. I 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. Notice of this meeting was published and the notice calling this meeting. The related management information circular dated September 18, 2026 and proxy forms were delivered to shareholders of record as of September 15, 2026. I have received an affidavit attesting to the mailing of the materials. I direct the secretary to attach the affidavit to the minutes of this meeting. The scrutineers' report is complete and a quorum is present. I therefore declare this meeting to be regularly called and properly constituted for the transaction of business. I now refer you to the audited consolidated financial statements of the corporation as at and for the years ended December 31, 2025 and 2024, together with the report of the auditor thereon. Electronic copies of the financial statements and auditor's report are 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, my colleagues and I would be pleased to address them following the conclusion of the meeting. We will now proceed to fix the number of directors of the corporation at 7. I will now ask someone to please move to fix the number of directors at 7.

Mr. Chair, I so move.

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. [Voting]

We will now proceed with the election of the directors. I ask someone to nominate those persons whose names appear as nominee directors in the circular.

Mr. Chair, I nominate the following for election as directors: Charles Bachtell, Thomas J. Manning, Marc Lustig, Randy D. Podolsky, Michele Roberts, Robert M. Sampson and Edward Tilly.

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 to 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.

I second the motion. The polls remain open. Please enter your votes through the Lumi platform. [Voting]

The next item of business is the reappointment 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 reappointing Baker Tilly US LLP as independent auditor of the corporation to hold office 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 this period.

I so move.

I second the motion. The polls remain open. Please enter your votes through the Lumi platform. [Voting]

The next item of business is to consider and vote on a special resolution referred to as the multiple voting share amendment resolution, the full text of which is set forth in Schedule C to the circular. The purpose of the special resolution is to approve the amendment of the articles of the corporation to extend the U.S. exchange listing sunset date for the multiple voting shares of the corporation by an additional 3 years. In order to be passed, the multiple voting share amendment resolution must be approved by 2/3 of the votes cast thereon by shareholders collectively and separately by holders of each class of the company's voting securities present in person or represented by proxy at this meeting as well as a simple majority of the votes cast thereon by the shareholders of each of the subordinate voting shares, proportionate voting shares and special subordinate voting shares present in person or represented by proxy at this meeting, excluding certain specified shares for purposes of minority approval. I will now ask someone to move to approve the multiple voting share amendment resolution, as set out in full in the circular and to dispense with the reading of the resolution.

I so move.